Generator Rex Generations
by dragonsroar
Summary: A bold new world is blossoming with the advent of cybernetic technologies. But the lines between man and machine will be blurred and new characters take the stage and shape the future.
1. Renegade

Generator Rex Generations

Episode 1

"Renegade"

 _Okay, so here we go. You probably already know who I am and what I do but just incase you've forgotten or been living under a rock let me clue you in. The names Rex Salazar, also known under the moniker as Generator Rex. I'm the butt-kicking, free-styling, and most awesome living weapon to ever exist on the planet Earth._

 _Well to be fair I'm probably the_ _ **only**_ _living weapon on Earth but let's not argue semantics._

 _So anyway, you remember now? You know, the whole "Nanite Event"; the big explosion that spread nanites all over the Earth, the nanoscopic machines that change the biological makeup of stuff. You gotta remember the Evos, most of those are hard to forget. Mostly big monsters with bad attitudes?_

 _I'm sure you do and I'm just spinning my wheels, but a bit of exposition never hurt anyone. You probably also remember how I totally save the world from the Consortium, bunch of rich fogies who wanted to use nanites to rule the Earth as more or less gods incarnate?_

 _Totally kicked their sorry backsides._

 _They **did** manage to get away before I released my "Cure Event", a nanite release that transformed every Evo on Earth back to its original form. Yep, after six years of chaos I single-handedly turned everything back to normal… well as normal as things get around here. _

_So yeah, no more Evos._

 _Well, maybe a few. A certain mad scientist known as Van Kleiss and his group slipped away like the Consortium did, but without Evo's to control both of them are gonna get it handed to them sooner or later. Although it'll probably be later since right now I'm stuck in this hot as all get out classroom trying to pass this entrance exam._

 _Wondering why? Well you've probably been thinking that without Evo's around I'm pretty much out of a job. And you'd be right… to a point. Sure, without Evo's I'm not jetting across the world like I was but trust me when I say things are far from boring. Still, I need to do something other than busting heads and it's not a bad idea to try and be a normal kid so that means trying to get into a good school… well, good enough anyway._

 _I know Doc Holiday would probably want me to aim for one of the prodigious schools and everything, and sure I want to do my best, but I'd rather get into a place where I can actually enjoy myself while I get my academia on._

 _Ha, didn't think I could use that word in a sentence properly, did you? And I made it sound good. I'm just that awesome. But anyway, enough of the back patting, I need to concentrate._

The sound of pencil hitting paper could be heard as teenagers of all various shapes, sizes, and ethnicities were busily writing on their test papers, their minds alight as they tried to give the best answers they could muster. Of course that's where Rex sat as well, although he had a far less stressful look on his face as did the other hopefuls. He was confident he'd do fine so there was no need to worry.

The fact that he was able to do exposition showed just how confident he felt that he'd pass the test. Still he knew that it would be better to finish things up instead of risking running out of time because he wanted to give some backstory.

He could always finish that up later.

And sure enough, as Rex was finishing the last of the questions on the test a small bell went off, signifying the end of the test-taking period.

"Okay, pencils down, pass exams ahead of you to the front." replied the test proctor, "And no last minute filling in either, that counts as cheating."

There was some moaning and groaned from the assembled teens as many hadn't quite finished yet, though many were just relieved the test was finally over.

Sitting back in his chair Rex bore a big smile, convinced he did well enough for what he was aiming for. He peered out the window, happy for such a nice day and _really_ happy he'd soon be out of the stifling classroom and out and about.

"I should probably head back to base first though. I know Doc Holiday will want to know how things went." he thought.

Doctor Rebecca Holiday, chief researcher officer of the paramilitary group known as Providence because of her extensive knowledge of nanites was also the main caretaker of Rex. Although her relationship with him was far beyond professionalism and at times Rex felt that she acted like she was his mom, with the way she could nag him from time to time.

That didn't mean he hated though. Family was an important thing to Rex and he considered her a part of it without question.

Still, he sometimes wished he wasn't the only one she'd rag on to give it his all. Being an 'only child' could be tough sometimes. Although Rex _did_ have a brother, Caesar Salazar, but Caesar was so high above Rex when it came to intellect that sometimes he felt they were on different planets.

He still wouldn't trade what he had with Caesar for anything so the brothers were still close in some regards.

"I wonder if Holiday will give me the day off considering how hard I worked?" Rex wondered as the roads zipped pass him in a blur as he rode atop his self made vehicle, the Rex Ride.

Rex zipped through the traffic effortlessly as he zoomed down the street, getting the occasional honk or hand wave.

He sometimes wondered though why he didn't get much more attention than that.

"I save the earth and my popularity hardly went up an iota." he thought to himself as he pulled even with a large truck, "You'd think I'd have fans swarming me or something. I mean sure, most people give me a thumbs up or give a good word and that's cool and all but you'd think I'd have celebrity status." he thought, waving to the truck driver as he pulled ahead, "Guess saving the free world from nanite fueled dominion just isn't up to snuff nowadays."

It wasn't as if Rex did what he did for popularity and status, he just wondered that if saving the world wasn't enough to get your face on billboards or staring in your own movie he had to wonder about people's priorities.

"Save the world: Meh, that's good. Reality TV show about how many grapes a guy can fit into his mouth: World Famous." he muttered, "Although I got to admit when he added cherries to the mix that was pretty entertaining."

Despite that little grievance Rex couldn't be happier about how things had turned out. The world was more or less back on track, not having the specter of random Evo incidents to worry about, he got most of his memories back, and everyone he cared for was alive and okay. If that wasn't the start of something new than he didn't know what was.

Soon enough he reached the military outpost that was Providence Base, the massive towering fortress that housed the world's most advance tech and most brilliant scientific minds.

Like Rex many thought that after the Evo's had all be cured and the random outbursts stymied Providence would disband considering its entire creation was to deal with Evos. But others, Providence being at the top of that list, would consider that a misnomer. Providence's job was to deal with _nanites_ , which there were still countless of. Rex might have cured the world of Evos but there was no way to rid the world of nanites. In fact his world-wide cure event actually introduced even _more_ nanites into the atmosphere. They were just all inactive nanites, making them relatively harmless.

But relatively harmless was not completely harmless and all it took was a person dedicated enough to… manipulate them. And sure, even though he wasn't fighting giant monsters anymore he was still battling large threats. It would seem that robotic enemies had taken the place of the organic ones. The world was already highly advanced, what with floating battleships like the Providence Key and fusion drive batteries. It was just that the Nanite Event had everyone's attention on dealing with tiny machines instead of the larger. However after the curing of all Evos the world's focus went back to advancements in technology, particularly the field of cybernetics. It was as if a switch had been flipped and the creation of stronger, faster, and smarter cybernetic creations was in full swing.

"One thing leads to another." thought Rex as he zipped across the large bridge that separated Providence Headquarters from the rest of the city.

The main doors opened for him immediately and he soon found himself in the shaded interior of the base's hanger that stretched across most of its lower level.

Retracting his ride Rex walked through the hanger, spying several Providence operatives going through their daily rounds, be it doing maintenance on Providence's plethora of military vehicles, checking service routes, or even cleaning and detailing weapons, somebody was doing something despite their not being any real urgency in their work. Like Rex, even though there were still threats out there, the soldiers had become more laid-back.

Relatively speaking of course.

At the end of the hall was an elevator which he promptly boarded, pressing one of the floor buttons on the side to take him up to his destination.

On his way up he hummed a little too, something he was prone to do since the elevators didn't have any catchy tunes in them.

He tried to get that changed but things were still pending.

When he reached his floor he stepped out into the main research area. This was where the most general of nanite research was done, as well as leading to other branches through the tower. It was here that he saw Dr. Holiday, busy at work as well. She notice him however and quickly dropped what she was doing to come up to him and ask…

"How was it?"

"I think I passed with flying colors." Rex replied, his usual demeanor showing through.

"Does that mean you passed it with 100% or does that mean you just passed it?"

"What's the difference?" he asked, to which Holiday gave him a look, "Trust me doc, I know I passed it with a high score."

She sighed. Holiday knew that Rex had far more talent intellectually than he showcased. He might not have been up to his brother in the smarts department but he wasn't a joke either. She knew if he really put his mind to it he could ace any test he wanted. But he was a teenager and like most teenagers his mind was on goofing off and enjoying life.

"Well I'm glad you passed." she replied, earning a smile from him, "Although I can't wait to actually see the results to see where you need to… brush up on." she said, earning her a grimace.

"That may have to come later." replied a new voice, that of Agent Six, "Meeting in sit-ops, White Knight's orders."

Always straight-laced in both body and mind it wasn't always easy to tell what the super-human secret agent Six was thinking, but over time he had softened up. However considering his tone he was in duty mode.

"Heh, guess we've finally got a new mission." Rex replied, "Unless White's planning on changing the decor in his office and wants everyone to know. Personally I think he'd be a good with a little fuchsia."

"I doubt it." replied Six, taking off back from where he came, "Let's go."

"Right, right." came Rex, following after with Dr. Holiday in toe.

Trying to get Six to crack a smile sometimes could be a chore. However there were times that he broke from his usual demeanor.

"If anything White would go for a warmer color, like Sunset Red." Six said, never breaking stride.

Rex burst out laughing with a giggling Holiday at his side.

Rex eventually got himself under control upon reaching the command center, the large room with a multitude of monitors and Providence agents at those monitors… monitoring. There was also Bobo Haha, Rex's wise-cracking chimpanzee side-kick. He too seemed to be monitoring a monitor, very astutely in fact.

"Okay, I think I know why White called us here. Bobo is doing work at a console." came Rex, bewilderment across his brow, "You catch some rare disease buddy. I'm not gonna have to put you down old yeller style am I?"

"For you information I'm doing some very delicate and dedicated work using a series of mathematical algorithms to decipher a complex code of numbers." replied the talking chimp.

Rex went slightly pale at that, "Okay, now I know something is seriously wrong with you. You're not a robot or anything are you?"

"After what you do to them? Hardly."

"Then what's up?"

"I told you. I'm immersing myself in some complicated calculations." replied Bobo, looking somewhat smug.

"He's trying to figure out what are the most likely lottery numbers so he can win big." said one of the Providence agents nearby, causing Bobo's smug expressions to drop almost immediately.

"You didn't stop him?" asked Six.

"Could you?"

Six thought about it and realized that unless he had a sword to Bobo's hairy throat he probably couldn't. And even then it wouldn't be easy.

Rex shook his head, "Dude, seriously?"

"What. We hardly even use these things much, so I thought of a meaningful way to put them to good use. Namely making me rich."

Rex rolled his eyes and reached over, grabbing Bobo from his seat. Slightly irate Bobo fought to be free but after seeing Dr. Holiday shut the console down he eventually relented. He bore a somber look on his face as his dreams of making it big were dashed so abruptly.

"I sometimes worry about you Haha." muttered a voice from seemingly nowhere, "You should use your… talents for more worthwhile endeavors."

Soon a form rose from the shadows, revealing a very large, very hairy cat like creature, aptly named Jungle Cat. Like Bobo he was an Evo, as well as being a Providence agent, his specialty being covert operations. He was one of the few Evo's who hadn't been transformed back after Rex's Cure Event had been release. Unlike Bobo though, who had been at the epicenter of the blast and oddly enough avoided the actually 'cure', Jungle Cat's case had been little different.

He had once followed Van Kleiss, loyal and dedicated. But after being betrayed by the madman, and subsequently drained of his nanites he had reverted to a rock form. But for whatever reason Jungle Cat was able to 'reverse' the affliction, at least temporarily. However around the time that Rex had faced off with the Consortium the encapsulation hit back hard and even Jungle Cat was unsure if he'd be able to reverse it. But in a stroke of luck the Cure Event 'cured' him of his affliction, revitalizing his nanites and freeing him from his rocky prison.

It was a strange thing to be sure, even more so when Jungle Cat denied truly being cured.

" _I could probably turned you back to normal you know." replied Rex that day, after discovering that Jungle Cat was still an oversized cat creature, "I might not have godly powers anymore but it shouldn't be too hard."_

 _However Jungle Cat held a paw up to stop him, "It's okay. I rather prefer this form. Plus, with no more other Evo's around I have very little competition." he replied._

 _Rex chuckled at that, "Guess that's true. You know though, save for me."_

 _Jungle Cat gave him a look as if he didn't believe him, "Sure."_

" _Hey! What's that suppose to mean!?" Rex barked, "Hey! Get back here! What're you saying!?"_

Needless to say Jungle Cat became a permanent member of the Providence team. A member that Bobo didn't exactly warm up to.

Bobo turned his lip up at the stalking evo, "Eh cram it you oversized throw rug."

"What's wrong, why so cranky? Not getting enough potassium monkey boy."

"That's _chimp man_ to you kitty commando." grunted Bobo, "Don't you got an appointment with a violin factory?"

A fierce glare dropped on Jungle Cat, which Bobo matched in kind. But before anything could get out of handle Holiday stepped in.

"Enough you two. You definitely have your differences, _definitely_ , but you're teammates now, whether you like it or not so wouldn't it be better to at least _try_ and get along?"

Both animal Evos snorted at one another but didn't reply. Holiday just shook her head.

" _Those two are like oil and water._ " she thought, " _Then again it is kinda fun to see someone that can put Bobo in his place from time to time. Even if it might lead to a coming of blows._ " she thought.

They were still glare something awful at one another but kept apart by Holiday's presence. Fortunately things eventually got back on track when the sound of the main view screen caught their ears and White Knight's face appeared on it.

The leader of Providence, the man in white known as White Knight sat in his sterilized office space. The specialized zone designed to keep him, the only human that had no nanites in his body, nanite free.

"Good, you're all here. Then we can get straight to business."

"What no 'Hi Rex, how's it hanging?' or 'Tell me about your day Rex?'" came Rex, clicking his tongue, "You're slipping White."

White rolled his eyes on screen, "Good to see you're well Rex." he reluctantly said, "Hopefully your abilities haven't started to lag due to the lack of turmoil because the coming mission will need you at the top of your game."

"I'm always playing to win White, that's what got me this far."

"Well then hopefully on this mission you an finish things, namely the Consortium."

"Oh?" pondered Rex, looking intrigued, "Did you find them?"

"We've found their most likely spot." he replied, bringing up small map on screen, "The Consortium created several secret off-shore safe houses in case they needed to slip away unseen. We've tracked down most of them and figured out that this one." he explained, the map zeroing in on a particular dot on screen, "Is where they're most likely holed up."

"Then it's time to flush out those rats."

"Exactly, which is why Jungle Cat will accompany you on this mission. His tracking abilities are unmatched, he should be able to pinpoint their exact location."

Jungle Cat nodded, "I'll find them."

"Good. You're heading out now then. We don't want to give them any time to escape."

"Alright team it's time to catch us some self-serving Evo freaks." Rex said, rallying his forces.

Or at least he thought he was. Actually the others had already begun to head out, leaving him behind.

"Hey, wait up!" he yelped, quickly to chase after.

* * *

A Providence Drop Ship zipped across the bright blue of the sea, their destination being the location of the hidden Consortium base. Rex and his team sat strapped to the sides, even Jungle Cat, although he seemed more bunched together considering his size relative to his seat.

"Man, I've heard of off-shore accounts, but I didn't think we'd be _this_ off-shore. I mean, there's no **shore**." Rex replied.

"Actually, there is." replied Six, bringing to bear a small PDA, one borrowed from Doctor Holiday, "Based upon coordinates gleamed from the Consortium's files, there is a small nearby island that Anthony Haden-Scott, used as both a getaway and storage facility." replied Six, "Of the safe houses not yet seized this one is the most likely spot for them to be."

Rex nodded in understanding, "Vacation Home huh? Guess when you try to get away from it all, an island in the middle of nowhere is the best bet."

"They've failed." replied Jungle Cat.

"This is right at home for you, ain't it?"

The large cat creature grunt, "More or less. But regardless it'll be simple to sniff the Consortium out."

"Just don't lead us around in circles alright?" came Bobo, "Don't want to be stuck out here longer than I need to be."

"You'd think a _chimp_ would be right at home here." Jungle Cat groused, "Lost you roots?"

Bobo was quick to snap, "Hey! One, I'm more a tropic kind of ape. And two, you don't know the things I've been through. One day you're at the top of the tree, the next you're lying with the dung! Never forget!"

That explanation actually caught Jungle Cat by surprise and he looked to Rex for explanation. The machine building boy could do little but shrug his shoulders and say, "He's complicated."

"More like twisted."

"I can show you twisted whiskers!" barked Bobo, blasters in hand.

"Stow it." came Six, interceding between the group, "We're over the the drop zone."

The two growled at one another a final time but pulled back, unbuckling their harnesses and moving over to the bay doors. Rex and Six were right alone side them and all four stood at the edge as the doors swiveled open.

Gearing up in their own special ways; Six sheathing and unsheathing his Magna Blades, Bobo checking his plasma blasters, Jungle Cat unfurling his claws, and Rex checking the stability of his Nanites; all four agents were ready for confrontation.

The Jump Jet stopped some time later, over an open grassy area and the four agents hopped down from the floating vehicle. It then took off in haste, vacating the scene with booster assisted thrust.

"Intel suggest 10 clicks in this direction." replied Six.

"Time for a little hike. Or in my case, a little drive." came Rex, nanites glowing across his legs.

In a mere moment Rex was seated upon a large floating vehicle, his Rex Ride as he dubbed it. He revved its engines, ready to take off in a blur but Six interceded.

"We don't want the Consortium to see us coming so we make the rest of the trek on foot." replied Six, taking the lead.

Rex groaned but pulled back his build regardless. The metallic creation shrinking and reverting back into his body in a whirl of moving parts.

"We seriously are going to walk through this backwater place?" asked Bobo.

A snort to his side caught his attention though, "Stop whining." came Jungle Cat, leaping up into a nearby tree, "Let's go."

Though Bobo grimaced at Jungle Cat calling him out yet again, he also acknowledged the others as they began their trek.

The expedition took them through foliage, over stones, and across small streams as the four man(?) team scoured about the area, looking for the location of the hidden Consortium hide out. And as a the woods began to clear and the ground slowly flattened out the nose of JungleCat picked up on varied smells, smells that pushed him onward as the others hurriedly followed after. In time they found what they were looking for… at least they thought they did.

Pass a encirclement of foliage sat a rather large… mansion. A carefully managed estate sat in the middle of the woodland locale.

"You've got to be kidding me?" came Rex, "What is this? Gilligan's Island: Rich People's Edition?"

"I did say it was a getaway." replied Six.

"And it took us a month to find these guys, why?" asked Rex.

"Legal matters. They might have tried to enslave the global populace but they were still business men with several assets. Their companies had to make sure everything was in order before they could officially cut ties." replied Six.

Rex just shook his head at that. He was glad he didn't live in the corporate world.

"Well then, all that's left to do is crash this house party!"

Within the estate itself several Black Pawns, robotic enforces of Black Knight, patrolled the outside, armed with gun and blade alike. And though they were diligent in their unwavering servitude, they were unaware of the arrival of enemy forces. Especially when one of those forces was able to deactivate them with but a touch to the shoulder or the back.

Rex systematically deactivated several Black Pawns, shutting them down before they could warn the rest of the mansion forces. Although Rex wasn't the only one of the group dealing with the dark androids. And while Sixx and JungleCat's approach was also quite silent, it ended with far more spare parts than with Rex, the duo slashing and slice through the metallic bodies of the Black Pawns with sword and claw.

Even Bobo got into the silent takedown approach, as silent as jumping atop a Black Pawn and pounded it in the head could be.

In time the perimeter was secure and the group from Providence stood outside the mansion doors.

"Rex, check for cameras." Six ordered, top which the Evo boy nodded.

Putting a hand to the ground Rex's nanites streamed from his body and through the ground toward the doors, creeping up the sides and within. Several cameras in and around the door were encompassed by nanites, nanites that prompting integrated with the recording devices and shut their inner components down.

"Eyes and ears are off." came Rex.

"Which means it won't be long before they noticed something wrong." replied Six, "We make our push here."

"Finally, we get to go all out." came Rex, "Let's take these pompous old fogies down!"

Deep within the mansion, in it's basement level, several Black Pawns were hefting about containers of various sizes and shapes, filled to the brim with weaponry and high-end devices of dubious nature. All this equipment was being brought into a massive looking ship, resembling that of a Providence drop ship, but having more of a… animalistic feel to it, not unlike a massive looking noir shark.

The Black Pawns weren't the only ones doing grunt work, as several strange humanoids transported containers of equipment as well. Obviously not regular humans these creatures sported strange looks as well as even stranger abilities. These five were known as the Consortium, an group of ex-millionaire moguls who had tried to enslave the populace of the planet through immense power granted to them by the Meta Nanites, special control nanites capable to tapping into the ethereal forces of the universe.

Rex however had ruined their plans and taken away their means to acquire absolute sovereignty. And though hidden away on a tropical paradise they had little time to relax, as their self-proclaimed leader, Black Knight, busily coordinated the equipment move.

Once the leader of Providence under orders of the would-be world conquers now Black Knight led the 'merry' little band around in their desperate plea to salvage what little of their riches they could grab. Of course this didn't fly with the group as a whole, something a certain Anthony Haden-Scott made very clear, _very loudly._

"This is absurd! I've been reduced to a common peon! Forced to do this tiresome manual labor!" bemoaned Anthony Haden-Scott, the man whose mansion sat above.

Using his power over energy, granted to him by a Meta Nanite, he was busy charging a generator. When it was fully charged several Black Pawns quickly enclosed the generator in a container and hurriedly moved it to the dropship.

"Oh quit your belly aching drama queen. A little hard work and sweat never hurt nobody." came the reply from the cowboy emulating Roswell, a man converted to an Evo capable of manipulating thermal dynamics; or in other words the use of fire and ice were at his command. The heat aspect of his power was currently being put to use, welding lids upon containers to hold any number of insecure items.

"I don't like this either but you don't here me bellyaching. Would only give me a headache." replied a rather boxy looking Evo, the once proud Reddick, now a deformed mutant with power of gravity. With the ability to negate or enhance the planetary force he was using the former to levitate several containers as he pulled them along into the dropship.

Within the dropship was the last of the group, the silent Xanubian. A mutant Evo of bright green, this ex-millionaire had free reign over time itself. Although without the actual Meta Nanite itself to power him his limits were to a few short bursts of time manipulating. This still gave him a decidedly useful feature, which he demonstrated after Reddick had placed the numerous containers in his control on the floor in a haphazard manner. The containers were engulfed in a bright flash of light, and when the light faded they were neatly stockpiled in the hanger hold, Xanubian having used his break in time to stack them.

From her position directly the flow of work Black Knight rolled her eyes at the complaints of Haden-Scott, "I'm not happy about this arrangement either." she said to him, though it also appeared to be directed at the entirely of the group, "I'd rather go this alone, but I'm not so arrogant that I think I could take Providence myself. This may not be the ideal situation, but it's what we have so you'll deal with it."

The energy Evo let off a mutter of discontent, he wasn't use to taking orders. None of them were really, but they had little choice in the matter. None of them were versatile in matters beyond their respective business ventures, even Roswell who had grown up "on the range" as he put it was more accustomed to letting others do the thinking for him. And while Black Knight was essentially doing that, having her lead him around by the nose was not something he enjoyed; a feeling shared by the others.

However a word from Black Knight stemmed their tongues. They needed her.

"Unless you want to be caged like animals by Providence." she replied bluntly to their complaints.

This was indeed true, the group of ex-millionaires wouldn't have stood a chance on their own, powers or no, although that revelation only enraged them further. They were meant to have ultimate power and here they were, slogging around like an everyday person. In a lot of ways it was a massive step down from their previous positions.

To Black Knight's credit she appeared better adjusted to their circumstances than the others, but that didn't mean she liked their conditions either. She could scarcely image their fate like this, but then again their lost of absolute dominance had been out of their hands from the very beginning. Even the Nanite event itself had really only delayed their eventual failure.

She blamed it on an entire slew of circumstances; her inability to realize what was transpiring during the Nanite Project, the underhanded scheming of a certain college, or even the bleeding hearts of Rex's parents. All these and more had contributing factors at denying her her chance at godhood.

That being said, Black Knight was not one to give up. She had clawed, fought, and _killed_ her way to where she was now and no amount of setbacks would stymie her ambitions. She was just going to have to take a more _outside the box_ approach at getting what she wanted. And right now supplying themselves for a long haul was step one in that endeavor.

As the last of the equipment was being loaded upon the drop ship, Black Knight noticed Reddick trying to moving a particular container, **trying** being the operative word. Though only slightly bigger than an average person Reddick had trouble hefting it about, even with this gravity based powers.

"What is in this thing. It's… like it's pushing back against my powers." he stated, forcing more concentration onto the container.

"Be careful with that thing. It could be crucial to our aims."

"What's in it?"

Black Knight moved to explain, but a Black Pawn interrupted her, as it had a situation update to relay to her.

"We've lost communications with topside and all external feeds have been cut."

"I see." she murmured, quickly deducing the reason, "Then Providence has already made their move. And it's pretty obvious who they sent."

"What's going on?" called Reddick.

"Never mind that or what's in that container, just hurry up and get that thing into the drop ship before…" she called, then getting suddenly interrupted by a dull, but loud banging sound.

There was a long hallway in the basement level that lead to where the Consortium were currently moving supplies and in that hallway Rex and his team were smashing their way through the enemy defenses.

"I could do this all day, although I hope I get a crack at Black Knight and her cronies." came Rex, his massive mechanical fists, the Smask Hands, plowing through a gaggle of Black Pawns.

Most of the enemy kept their distance, retaliating with gunfire. But that did little against Rex and his machines, as well as the skills of Six and JungleCat, the two using their phenomenal speed to dodge around as they got in close.

Blade and claw soon made short work of the resisting force and fire was returned as a salvo of energy shots flew overhead. Bobo's aim was on point as he brought down Black Pawn after Black Pawn.

"Like shooting fish in a barrel."

In time the last of the defending forces were defeated, with JungleCat holding aloft a battered Black Pawn in jaw.

"Having fun over their Fido?" came Bobo, earning him a glare from the large furry Evo. As it tossed aside the useless machine Rex and Six made their way over to massive set of thick metal doors.

"No doubt the Consortium is behind this door."

"Then let me say the magic words." came Rex, rolling back a sleeve as he approached the door.

With a nanite laden hand he pressed against the door and his little machines went to work, scouring out to find the mechanism controlling the door.

On the other side of the door a throng of Black Pawns were at the ready, weapons primed for fire. The telltale sign of Rex's nanites could be seen in their invasive movements, movements that eventually lead them to a console on the other side. Intruding within the console's inner workings the nanites wasted little time disengaging the doors locks, granting Rex and his team access to the underground bunker.

As the doors slowly opened a rain of bullets streamed through. Fortunately Rex had anticipated this and brought out a defense of an energy barrier from a pair of small gauntlets, called his Block Party. The energy shield blocked the storm of bullets as Rex stood casually at the door entrance.

"Guys, guys, guys. You're gonna bore me like this." came Rex, grin strong upon his face, "But then again, what am I suppose to expect against a bunch of overgrown toasters.

Disengaging one of his barriers Rex put a hand to the ground, letting loose his nanite swarm toward the attacking Black Pawns. With little time to evade the mechanical forces were quickly overwhelmed as the nanites overloaded them, causing them to break apart into a pile of parts.

"I said get that aboard!" shouted Black Knight, but the explosive demise of her robotic warriors broke the concentration of Reddick, who let the container drop mightily to the ground.

"Hey Black Knight, fancy meeting you here." came Rex as he stepped through the settling smoke, "Looks like you and your bunch are still mutated Evo freaks huh? Guess that's what you get when you go messing around with stuff you can't handle." he said.

He heard a chuckle from Black Knight, and with but a gesture her body went aglow. Specifically with the movement of nanites through her body. And as the nanites encompassed her, the metallic parts of her body took on a change. What was once metal had become flesh; her form now clothed in a black suit. A long cloak fluttered from her shoulders, as dark hair fell over her face.

"How… did you do that?"

She chuckled once more, "You've seem to have forgotten Rex, I underwent the same experiment performed on you. I can control my nanites just as well as you can, better really."

Rex snorted, "You might have the same powers but trust me when it comes to whose better I got that under lock and key." hands clenched tightly, "Now you got two options, you can take the easy route and just give up this pretty pathetic escape attempt, or you can try the hard route and get your butts handed to you, yet again."

"Rex…" seethed Black Knight, though she managed to retain her demeanor, "I suppose it was inevitable we'd meet again. Can't say that I missed you this pass month."

"Really, I was hoping I left more of an impression the last time we met." he quipped, "But considering how I embarrassed you lot I guess that's not a memory you'd be fond of."

"You may have slowed my goals Rex, but I'm far from defeated."

"Then let's change that." came Sixx, blades at the ready, "Take them down!" he order, the group lunging forward as one.

The Consortium weren't much of a collective battle force but they met their enemies's charge in kind all the same.

An opening salvo came from Bobo, blanketing the Evos in a hail of gunfire. The Consortium did their level best to defend, arms up against the volley, however they were pushed back. As they staggered magnetic blades cut through the air as Six slashed down at Roswell, then Reddick, the former of the two reaching out with his powers. He tried to freeze Sixx on the spot, the floor around him beginning to frost, but a pair of shuriken stopped that attempt _cold_ breaking Roswell's concentration.

By the time he looked back from the encounter a leaping kick from Six found its target, tagging the heat manipulating Evo and knocking him head over heels across a couple of containers. However Six soon lost his footing… when he began to float in the air uncontrollably. It as Reddick, using his power of gravity to levitate Six in the air. Fortunately Six's rescue came in the form of JungleCat, who bodily rammed Reddick, breaking his grip on Six and sending the dome headed villain into a throng of Black Pawns.

Blasts of electrical waves flew out from the palm of Haden-Scott as he tried to hammer his opponents with his oppressive blasts. Rex countered that as he ran through the assault, one of his arms becoming a Smack Hand to smash Haden-Scott into the ground. Hearing the cry of pain from the Evo a smirk of victory found its way to Rex's face, but that smirk quickly turned to a pained grimace as a surge of energy traveled through his metallic fist and gave him quite the shock.

Rex stumbled back as the electricity ran its course, pulling back his fist in order to give room for a new build. In its place did a long metal tendril take its place, attached to a large battery dynamo, the Blaster Caster had come to life. With a whip Rex entangled the energy Evo in his build's dark bindings, and even as energy poured out of Haden-Scott Rex was able to negate it with energy of his own. With his enemy shorted out for the moment Rex was able to fling the Evo into one of his brethren, Xanubian, who took the hit dead on.. at least at first.

With a quick burst of time rewind the hit that initial knocked Xanubian aside was changed out with the time Evo teleporting away as Haden-Scott was flung aside. Rex though had long since realized that the best way to deal with the temporal manipulator was to power on through, regardless of whether or not he hit him.

His time burst could only be used in a limited capacity and even if he reverted time original damage remained. A point Rex proved when he pulled back his Blaster Caster to release large bolo type weapons, his Funchucks as he called them, and spun them about as a blinding pace.

As they spun the weapons charged with energy and the moment Rex had Xanubian in his sights he slammed the weapons together, creating a wave of energy that rippled out in a sweeping arc. The time jumper was caught unaware in his reseting stage and was unable to rewind the events, thus taking the blast full on.

Black Knight watched as Xanubian tumbled through the air, grimacing at the defeat. Her grimace only darkened as she noticed the rest of the Consortium quickly losing ground against the forces of Providence. With a growl she threw her hand out, releasing her own Nanites. At her side Rex noticed her making a build of his own and he aimed to stop her, retracting this Funchucks to switch them out with another.

Rex and Black Knight met in a duel of blades, Rex's massive BFS versus the amethyst glow of Black Knight's energy saber. They pushed against one another with equal strength, but in time Black Knight found herself slowly losing ground to Rex, the boy smirking as he gained the advantage. Realizing that a lengthening battle would turn out bad for her and her forces Black Knight order a strategical withdrawal.

"Get to the drop ship, now!" she barked to the others.

Though battered from their battles, the respective members of the Consortium were able to push back their attackers to make their escape; Roswell unleashing a line of flames across the ground to cut them off. With that the group turned tail and ran, Xanubian in particular warping from sight, only to reappear at the doors of the drop ship.

"Deploy the Quadruped!" she barked.

Looking up Xanubian saw something lower itself from the hatch, a massive green machine. As the flames quickly died down the machine came into view, looking very much like an oversized tank. But that wasn't its only peculiarity. Instead of two sets of treads it possessed four, with what appeared to be large grapple claws attached for each tread. And as it hunkered down those grapple claws acted as a balance as the tank… rose to its feet.

Twin cannons, housed by brackets rose as well, swiveling slightly as the "tank" stomped forward. The head of the tank had a large cockpit of sorts, where a a single "eye" glowed ominous, looking about the assembled group.

"Meet my… guard dog." came Black Knight, smirk high upon her face, "I was prepared for you Rex, but are you prepared for this?"

"Okay, I'll admit, pretty impressive. But if you think an overgrown mutt is enough to stop me then you've just not been paying attention." came Rex.

"We'll's see." she said, turning to her machine, "Attack."

It let loose what could only be seen as a roar, at least a grind of machinery loud enough to seem that way. It then charged forward with weapons hot.

Twin machine guns on the head of the beast warmed up, and with bright muzzle flash it unloaded on Rex and his team. The group dove for cover as the mechanical beast spread out bullets, caring little for the fact that a few Black Pawns remained in its line of fire.

The bullets tore through their bodies, decimating what remained of their numbers while shots ricocheted off the hiding spots of Rex's team.

"Seriously, where'd this nutjob get a thing like that?" came Bobo, head down as bullets wracked his area.

Bullets danced overhead, Six taking cover behind a heavy duty truck to avoid them, with him peering off the side occasionally, "Not a clue, but at this rate it'll mow us down if we can't get close."

Rex peered back to his encamped allies, trying to think of a way to bail them out. His distraction gave Black Knight the leverage she needed to kick one of his legs from under him, and then boot him away with another.

She then turned to the remains of her forces, "Move it, now! Get that equipment aboard!"

The Consortium stumbled about but they grabbed what they could and trudged aboard, although Reddick continued to have trouble with that particular container from earlier. It hadn't been easy to manipulate the first time around and being rushed didn't make things any easier.

"Hurry up! Get that aboard now!" yelled Black Knight, turning to Reddick.

Rex tried to follow after but the robot tank blocked his path, a strained growling issuing forth at him while its weapons pivoted on him.

"Okay Rover, it's time I taught you how to sit!" barked Rex, nanites traveling through his legs to build two massive boots over them, his Punk Busters. Mid-jump he unleashed his Smack Hands and drove his attack home before it could unleashing its ballistics. Rex's blow was staggeringly powerful, pushing the metal monster back, but it still stood its ground and swiped at Rex as he pulled back. He dodged its initial strike but the second came faster than he realized and he was batted away.

He flew clean across the room, sailing into a a pile of crates, toppling them over in a heap. The mecha lunged over at him, "teeth" bared and pounced. Rex moved a hair quicker and lunged out with his Smack Hand, though the beast caught it in its "jaws" and started to wring its neck around, flailing the poor boy in its maw.

"Hey! I'm not a chew toy!" he yelled, slamming his free fist against the mech multiple times.

Rex eventually disengaged his hand, and used the leverage to swing up and over atop the beast, hanging tight as it tried to throw him off.

"Alright buddy, time you took a nap!" he said, slamming his hand atop the machine.

His nanites immediately went to work with their invasive probe, digging deep into the mech's systems. However something was amiss, as Rex felt his nanites being… blocked? Somehow or other his nanites were stopped at a certain point and it definitely wasn't at a point he could use to shut the machine down.

"How in the world…?" he muttered, his lapse in grip giving the mech the opportunity it needed to snap its head forward, throwing Rex off of it.

Close to the drop ship Reddick had a solid "grip" on the container with his powers and if given a few extra moments would have gotten aboard with it, but a metal blade flashed through the air and impacted his shoulder. Of course because of his new physiology all it did was puncture his metal hide, but the piercing hit still hurt something fierce. He let loose a terrible howl as he tried to reach for the blade, but Six had already leapt over him, grabbing the sword and yanking it out of his shoulder, causing more pain to Reddick.

"You're not going anywhere." Six said, blade pointed at Reddick.

The gravity Evo was in too much pain to effectively use his powers, making him vulnerable to further attack. Fortunately aid came in the form of Black Knight and her energy mace, swinging the weapon out from its long cord at Six. Six blocked the mace itself but the whipping cord swung around at his side, forcing him to retreat. Black Knight couldn't follow up the attack however as blaster fire whizzed past her, courtesy of Bobo.

It was then she realized that most of her forces were decimated, save for the massive walking tank, but even with it she knew victory would be a long shot.

"Cover our retreat and get aboard the ship!" she called to the mech, which was currently trying to crush Rex in its jaws, which Rex held at bay with his Smack Hands.

Upon receiving new orders it once again flung Rex aside once moreand leapt across the area, dropping down near Black Knight. It then swiveled its main cannons toward the the group and fired, two cannon shots flying out to impact nearby.

By then everyone had already dove for cover, save for Rex who tore through the smoke thrown up by the blast and retaliated. He managed to gouge it across its cheek with his sword, through the beast lashed yet again, slamming at the weapon and driving Rex back to the ground.

"Time to play a little game of catch!" barked Rex, bringing out his Slam Cannon, the powerful pressurized launcher that scooped up nearby crates and loaded them.

With a piston push the crates flew straight and true toward the tank, slamming home on its head as multiple shots racked its form.

"What's the matter, not a fan of this game?" came Rex, pummeling the beast with the metal crates, "Guess you really can't teach an old dog new tricks!"

Black Knight watched as her beast was being pushed back and knew she had little choice but to leave the rest of her supplies and beat a hasty retreat.

"Smoke screen!" she hollered, to which her robotic beast obeyed.

Panels on its back opened up, firing off rounds of small pods that whistled through the air leaving smoke trails in the wake. The area was soon enveloped by smoke, throwing off the shots of Rex. Seeking cover the mech turned tail and ran toward the drop ship with Black Knight right beside it.

Rex futilely swiped at the smoke to clear the way, but it was not until a massive gust of wind kicked up did the smoke begin to clear. The gust came from the sudden escape of air as massive panels above opened, revealing the outside world. As they opened the dropship pushed off, it's engines burning as it began its ascent.

"You ain't getting away!" he roared, releasing his backpack, the Boogie Pack, to gain height and fly after them.

A dark gloved finger pointed venomously at the approaching boy, "Bring him down!" barked Black Knight.

The Quadruped leveled its weapons at Rex, the boy in question pulling back as he saw the cannons square on him. He managed to throw up his barrier at the last second before he was bombarded by cannon shots.

Black Knight looked on with not a hint of sympathy, though she did show signs of regret, for as the smoke began to clear she took notice of the supplies she was forced to leave behind, especially the container she had so desperately tried to get aboard.

"I'll need to step up my plans." she thought as she turned into the dropship, the doors closing behind her and the Quadruped.

From the clearing smoke came Rex, unharmed thanks to his timely defense, however he was sore at letting Black Knight get aboard her ship and escape. He thought about giving chase but he knew his machines wouldn't give him the sheer speed he'd need to catch her.

"The rat slipped away." he muttered, flying back to the others to check on their condition.

"Well that was fun." grumbled Bobo, stumbling out of his hiding spot behind a pile of crates, "Next time we have a mission to storm a base I'm calling in sick."

"Where did Black Knight get such a powerful automaton?" pondered Jungle Cat, "And why wait until now to use it?"

"Maybe we can get some answers from what was left behind, but right now we should return to base." replied Sixx.

There was a nod of agreement, but as Rex looked to the sky his glare deepened, "I'm coming for you Knight." he said before taking off with the others.

* * *

Upon returning to Providence base Rex and the team were immediately assailed by White Knight over a view screen in "The Tower", the area of the base for scientific observation, and he looked none to happy about their failure to capture the Consortium.

"Mind explaining how the Consortium managed to get away when you had the drop on them?" growled White Knight, just barely keeping his anger in check.

"They were more prepared than we originally thought." replied Six, "We underestimated their resourcefulness."

"Apparently they have access to advanced technologies despite their disadvantage of no longer having financial influence." replied Jungle Cat.

"Guess when you had the buck these guys had you do a little hoarding." came Bobo.

"Yeah, giant robot tanks with guns." groaned Rex, still reeling from his encounter with the Quadruped Assault Tank, "That thing was ridiculously strong."

"Considering that was a ninth generation battle tank,the Quadruped, designed to take on high-level Evos you did very well against it. Especially considering it had an anti-nanite synthetic polymer core." came the voice of Holiday as she walked into the room.

"Anti-nanite polymer?" Rex asked.

"Yeah, it's basically enclosed in high-density plastic." replied Holiday.

"Plastic? Seriously?"

"Don't look so surprised. Many scientist have discovered that a dense enough plastic shell is impermeable enough to keep even nanites from passing through. Although I'm more concerned about the Quadrupod itself. Very few governments have access to that level of cybernetic tech since it's still suppose to be in the prototype stage. Which I'm guessing is what you probably fought."

" _That_ was a prototype?" asked Rex, dubious look on his face, "Well I for one hope they don't manage to get all the bugs out."

A pensive look fell over White Knight's features as he pondered their words, "Well, the Consortium _were_ some of the most powerful people on the planet. I suppose I shouldn't be surprised as to what they managed to get their hands on. But if that's the case then more now than ever is it imperative we find and neutralize them. They could still be a major threat despite being on the run."

"I doubt they'll make much noise as they try to gather their strength." replied Sixx, "They'll go underground."

"For now." White Knight added.

"Hey, don't look so down in the dumps. We did dig those rats out of one of their holes and there's only so many places they can hide." replied Rex, "Well find them soon enough. And when we do we'll definitely hit them with everything we got."

"Well, I might not share you enthusiasm but I do agree. For the moment we'll let the Consortium problem sit." replied White Knight, deciding to move the subject to another topic, "What I'm more concerned about is that container you found."

"About that." came Holiday, stepping into the conversation once more, "I've done a preliminary scan and while I can't determine what is in the container I can tell you that whatever it is it gives off a powerful electromagnetic field." she replied, the results of her scan appearing on her PDA, "And it does it in an odd rhythmic fashion… like something I know I've seen before." she murmured.

"Is it a power source, some sort of battery?" White asked.

"If it is a battery it's unlike anything I've ever seen. There's no battery I know capable of giving off this kind of energy at this size."

"A bomb then?"

"I… can't be sure, but it's unlikely."

"Even so, I don't want to take any chances with this. Set up the bomb squad and put the base on high alert." White said, though Rex scoffed, garnering his attention, "Something you want to add?"

"Yeah. Who needs a bomb squad when we got the master of deactivation right here." he said, "Let me take a crack at it."

White Knight gave Rex and uneasy look, "Like you did against the Quadruped?" he questioned.

Rex snorted once more to that, "Oh come on White, you know I've dealt with stuff way more dangerous. And that fight earlier with the big bad bot was just a fluke. How was I suppose to know Black Knight had her toy bubble-wrapped?"

"And whose to say that she didn't place a similar failsafe on this container?"

"I do." replied Holiday, "I'm not picking up on any polymer readings, nor any nanite readings in fact." she said, noting White Knight's confused expression, "This most likely equates to the electromagnetic barrier that the power source gives off, not unlike your containment suit. In fact the rhythmic pulses it gives off also means that the core is stable. I don't see any immediate danger."

"See White, we got this."

He let out a small grunt, still not entirely convinced, but he also knew that just spinning their wheels would get them nowhere so he put his trust in Rex and urged him to go ahead.

A nodding Rex flexed his fingers as a slight grin creased his face. The others waited patiently for him to do his magic… although they did take a step or two back, to give him room among other things. Placing his hands on the container Rex released his powers into it, immediately noticing some resistance upon his nanites entering.

"Be careful Rex, that electromagnetic barrier is strong." Holiday warned.

"Yeah, it is. But it's nothing I can't handle." he said, taking a breath, "Just gotta put a little elbow grease into it." he replied, pushing down further on the box.

In response the influx of nanites increased and the tiny machines slowly got to work interlacing within the container's inner workings. Soon the interlocking system within the container began to unlock and the container slowly opened. When the container was completely breeched Rex pulled back his nanites, slight exertion etched on his face.

"Whew, I must be out of practice." he chuckled, though his attention was quickly snapped back to the releasing container, as was everyone else.

And upon opening the revelation of the container's contents was revealed to be…

"A girl?" asked Rex.

It did appear to be a girl within the container, a girl of caucasian descent, around 17 years of age, with dirty blonde hair splayed out just above her shoulders. She wore a green skintight sleeveless bodysuit with matching green boots. A black belt hooked around her waist and she wore dark brown fingerless gloves of alternate length; the left glove ran all the way up to just under her shoulder, while the right barely extended pass her wrist.

There also seemed to be something odd about her body. There appeared to be faint lines of incision across the visible parts of her body, like her joints, but also curiously around her face. Almost as if she was pieced together like some sort of puzzle.

And smack dab in the middle of her chest, just above her pectorals, was a blue sphere, no more than the size of a baseball, that glowed in a low light.

"Maybe it's a mail-order bride from Amazon." came Bobo.

"You would know." snorted Jungle Cat.

Bobo leveled an intense glare at the larger furry creature, "Why I oughta…"

"What are we looking at doctor?" Six asked Holiday, not wanting the conversation to veer off.

"I'm… not sure." she said, "I don't think a person could survive in there… unless." she said, running her PDA over the 'person' in the container, "This is… wow." she murmured, looking astonished.

"What is it doc?" Rex asked.

"It's… not a biological person, definitely. It's completely inorganic." she replied.

Six quickly picked up on her meaning, "So it's a robot?"

"An _Android_ actually, and that only scratches the surface of what this is." she replied.

"What do you mean?" inquired White Knight.

"Well, in no small terms this definitely has to be the most advanced cybernetic construct I have ever seen." she said, continuing her scan of the android, "The isn't just a bunch of wires and circuits made to look like a person, but a complete reproduction of a living human."

"What?"

"While not organic it has a complete endothermic skeletal structure, synthetic muscle fiber anatomy, even a type of energy relay system designed to mimic a circulatory system." she said, suddenly realizing something as well, "That's what the rhythmic beating is. The continuous pulse releases are from this android's core… like a heartbeat."

"Okay, so it's a really advanced robot." came Rex.

"It's more than that. I'd dare say it's the avant-garde of _android_ construction. It's one of a kind."

"And Black Knight had a hold of it." came Six, "Any idea as to how she did?"

"I wish I could tell you. Though she definitely didn't make it herself. This is way too far above her." replied Holiday, "In fact no other android production in the world comes even close to this. Whoever made it is far ahead of the times."

Unbeknownst to the group, as they discussed the android laying before him said systems of the bot were already up and running, though the android itself did not stir. Nonetheless it picked up on their conversation, listening in on their words.

"Then I suppose that the Consortium had their hands in more than just nanite research." replied White Knight, "And now I'm curious as to who built it."

"I am as well." replied Holiday, though the look on her face was pensive, "Although I can tell its for a different reason than yours."

"If this thing is as advanced as you say it is then there's no doubt that it can be used as a weapon, which I don't doubt was Black Knight's intent."

"I'm not sure. I'm not picking up any obvious weaponry in it." Holiday replied, "But you're right. I wouldn't put it pass Black to use this as a means to an end."

"Then what do we do with it?" asked Rex, "Throw it in the back of the cupboard?"

"I'd like to analyze the construct further." replied Holiday.

"Too risky. It might activate and there's no telling whether Black Knight pre-programmed it to attack or not." came White

"All the more reason to get a more in-depth analysis of it. You can't just shut everything away because of the potential danger it poses." came Holiday, "There's no need to put this back in storage."

"Doctor, you're letting your intellectual curiosity get the better of your judgment." came White.

"Well, if we let your paranoia get the better of _your_ judgment you'd have Rex in a storage box himself."

White Knight grunted at that, but he didn't argue. Hindsight was always 20/20, but had he _not_ learned to trust Rex and his judgment there'd be a good chance the world would be under Consortium rule. Still, White was a man who didn't like taking chances, especially with things of immense power.

Then Rex stepped in to give his take on things, "Yeah White, relax. Even if this thing did wake up I'd put it right back to sleep in seconds." he said, fingertips bristling, "You got nothing to worry about." he said, flicking the android across its nose.

However the decision of whether or not to store the android away was taken out of his hands when the eyes of the android shot open with vivid surprise.

"Hey, it's awake!" came Rex, peering above the machine, as did the others.

"That hurt." came the android, followed by a balled fist flying straight up into Rex's face.

With a sharp cry Rex was sent tumbling away while the android immediately jumped out of its container and made a beeline for the nearest exit.

"What did you do!?" came an accusatory White, looking toward Rex.

The boy in question was quick to respond even as he held his nose in pain, "I didn't do _anything!_ I hardly touched it!"

"Actually you more than likely did, when you unlocked the containment unit. That acted as its activation." replied Holiday, "But if that's the case then it probably heard everything we've been talking about."

"After it!" came Six, rushing out the door with the others not lagging far behind.

—

A klaxon called echoed out across Providence base, alerting the military personnel to warning.

Several view screens around the based popped on, revealing White Knights face as he declared, "We have an intruder running loose in the base. Non-human gynoid with undetermined attack capabilities. All Providence agents are to take up arms and bring it down!"

Agents all over the base dropped what they were doing and ran toward the nearest load out stations, grabbing at their combat weapons. Down a nearby hallway a group that was gearing up heard the sound of quick footsteps and as they turned down the hall they were shoved aside by the gynoid as she raced pass them.

"I want Providence on lockdown now!" came White Knight to the Providence agents in sit-op, "I will not let this thing run loose in my base!"

Holiday, who was still in the Tower, was busy on a nearby console, "I'm trying to monitor her movements. Fortunately that high energy source in her chest is easy to track. She's moving through sector B-47."

Upon a map a circular dot represented the movement of the gynoid, and with her signature pinned down Holiday was able to tap into nearby cameras to get a better look at the fleeing automaton.

"What is it's objective?"

"I doubt she has any." replied Holiday, "Based upon the randomness of her movements she doesn't have any particular destination in mind. She's just trying to escape."

"Then it'll be disappointed. Relay those coordinates to our agents and keep me posted." replied Knight, before the screen shut off.

Holiday nodded, but she lingered on at the sight of the running robot, "She looks scared."

Meanwhile Six, with Bobo, Jungle Cat, and Rex, were racing down a nearby hallway when Six got a call.

"B-47? Right, making our way over there now. Thanks Rebecca." he said, before turning to the others, "This way."

"Holiday found it? Good, I'm looking for a little payback." came Rex, still occasionally rubbing his nose.

He heard Bobo chuckle at his side, "Guess so. It did drop you."

"It did not drop me!"

"You let your guard down an it took advantage of that." replied Jungle Cat, "You're far to unprepared sometimes."

"Hey, that bot sucker punched me!" barked Rex, "But don't worry. I plan on returning the favor." he growled, slamming fist into hand.

"Darn it! Another dead end!" they heard from down a hallway.

"Looks like you just might get your chance." replied Six as he lead the team to the source of the curse.

Sure enough they found the android pounding on a nearby door that had shut in front of her. Their footsteps alerted her to their arrival and she turned to face her pursuers.

"Surrender, or we'll take you down." came Six, Magna Blade pointed at the bot.

"Or don't. I'm fine either way." came Rex, taking the lead, "Besides, why are you trying to talk to it anyway Six? It's just a machine."

Said "machine" gave Rex a piercing glare and clenched her fist tightly, "And you're just a human." it shot back.

"Who you calling just human sister?" came Rex, punctuating his point by unleashing nanites from his arms, forming his Smack Hands.

A shocked expression creased her face for a moment as she took in the sight, "What are you?"

"Baby, I'm Rex. You're worst nightmare."

Her glare deepened, though it was meant as a sort to analysis on her part. From her perspective her eyes scanned Rex's body and found an abundance of nanites swarming about his system.

"Ah, I see. You're not human, you're an Evo. You're a freak."

"Hey! Name calling is out of line! You don't here me calling you an oversized toaster oven!" he barked back, "So instead of shooting off your mouth why don't we settle this like civilized folks and pound the crud out of one another!?"

"Fine by me!" she yelled, racing at him.

"Rex wait!" called Six, but the boy was already dashing forward himself, where he met head on with his robotic adversary.

Rex swung out first, his reach giving his a decisive advantage… at least in terms of distance. The robot girl dodged around his initial strike. Rex swiped his metal hand out to try and pin her to the wall. She was a hair quick and spun around his swipe. He reached over with his other hand, metal digits groping at her, but her deft speed and agility had her leaping up and atop the metal fist. Rex barely got out a shocked cry before she lunged at him with her own fist clenched.

With a resounding crack she belted him across his face, knocking him too the floor in a single blow. As he groaned on the ground he saw a blur of fur flash over him, Jungle Cat leapt into the fray. His speed surprised the mechanoid and he grabbed hold of its shoulders, pushing it back against the door. The bot tried to wrangle herself free, and in the struggle managed to get an arm loose. But Jungle Cat's ferocity kept her to getting a better handle on her opponent.

The beastly Evo then barred its fangs and struck, aiming to tear the gynoid's arm clean off. However is it chomped down on the metal appendage it came to a startling realization. Despite his overwhelming jaw strength, Jungle Cat couldn't bite through the metal plating of his enemy. In fact his mighty fangs didn't so much as scratch the arm's surface.

"Something wrong kitty-cat? Steel's not to your taste?" asked the robot girl, chuckling under the snarling beast, "I'm gonna send you to the dentist!" she bark, dislodging her other arm to bring it around Jungle Cat's snout.

The sudden hit had the Evo reeling, and a second hit to the jaw had him staggering. Seeing his teammate flounder Bobo leveled his blasters on the fighting android, but found it hard to take aim.

"You, move it furball! I can't get a clean shot with you big husky self in the way!" Bobo called.

"That works out fine for me!" came the bot, slamming an elbow into Jungle Cat's midsection.

The big beast faltered and the gynoid took this as her cue to lock an arm underneath his so that she could his falling weight to her advantage. With a quick foot pivot to send Jungle Cat up and over her shoulder, she flung him straight at Bobo. The simian shooter couldn't avoid the big form of Jungle Cat in time and ended up getting rolled up in the throw.

She celebration though was cut short as she noticed a sword slicing through the air. The gynoid only just managed to avoid the blow but Six was on the move, slashing at her in quick succession. The android did its level best to avoid his strikes, but he kept her off balance with his own deft skills. Eventually he got the upper hand and brought his sword down upon her for a finishing blow. She reacted in the nick of time, bringing arms up crossed to defend and Six soon found himself blocked by her metallic arms.

"Why you look so surprised? Told you I was made of steel." she said, keeping Sixx's blade at bay, "Well, an enhanced steel-based alloy anyway. Super concentrated atomic structure and all that. Not gonna be able to cut through me with those blades."

"Then I won't cut you." came Sixx, bringing his other sword to bare, alongside the first.

As the two swords connected a magnetic pulse issued forth, blowing back the gynoid to the closed doors once more.

"I see… magnetic induced blades. Neat toys you got there." she said, rushing him once more, "Mind if I borrow them for a bit?"

Six struck out with his combined blades, but the gynoid was a step ahead, grabbing hold of the blade shaft with its robotic hands.

Though it felt the magnetic forces strongly act upon it, the gynoid was able to hold the blade, and with a quick movement, slam the blade into the door, particular the control panel on it. The energy flux shattered the console and forced the door open, with the gynoid kicking Six away in his unbalance state.

"Thanks for the assist there." she said, hefty Sixx's pilfered blades across her shoulder, "Oh, and boys, if you don't want a repeat performance I suggest you stay out of my way." she said, giving a smug grin and cutesy wink before taking off down the now open hallway.

"What… just happened?" asked Rex as he woozily rose to his feet,

"She kicked our backsides is what happened." came Bobo, "And speaking of, get yours offa me!" he barked, shoving at the still dazed Jungle Cat.

"Come on, we can't let her get away from us." came Six, jumping to his feet to run after the escaping robot.

And he wasn't the only one. Providence Agents scoured the base from the fleeing bot, five men patrols armed with heavy weapon blasters rushing about. They followed a path of several forced open doors, courtesy of Sixx's weapons confiscated by the bot. Unfortunately as Six and the team ran through the hallways and met up with other teams they found they had lost their target.

"Holiday, lost visual, can you tell me were the target is?" asked Sixx.

"She's right above you." replied Holiday over the comm.

"Where, I don't see her. She couldn't have gotten past us."

"No. She's _right above you_." repeated Holiday, "In the ducts."

Sure enough when Six looked up and listened he noticed the subtle sound of something making its way through the air duct system.

"Bobo, after it. Rex, Jungle Cat with me." came Six.

Nodding to the command Bobo followed after the gynoid from the open vent.

"Holiday, can you predict where it's headed next?" Six asked.

"If she keeps up her current path then there's only one place she'll end up, Sector-35 of the base."

"The hanger."

"Exactly. That would be the best place for her to make her escape."

"You keep saying that." he replied.

"Saying what?"

" _Her_ , or _she_." he replied, "As if it's a person. Why?"

Holiday took pause at the question, but eventually answered, "I've been watching her movements, and the best I can tell this isn't the reaction from a methodical autonomous robot. This is more how a person might react, a human."

"But it's just a machine."

"Physically yes, but I believe this facsimile is more than skin deep, in a manner of speaking." replied Holiday, "I believe this is a thinking and _feeling_ artificial intelligence. Far beyond anything currently in the world."

"Are you saying its… conscious?"

"I don't know for sure. But think of it like this. She wakes up in a strange place with stranger people, with weapons and abilities chasing her down. She's reacting like anyone would, in fear."

"But she attacked Rex."

"Yeah, sucker punched me." Rex called as he ran aside Six.

"Well technically Rex 'attacked' her first with that nose flick." replied Holiday, a small giggle popping up, "Maybe she just has a hair-trigger personality."

"Now you're saying that overgrown toaster has a personality?" came Rex, "What's next? I shouldn't bang on the washing machine lest I hurt it feelings and it shrinks my clothes to get back at me?"

"Rex, when you first came to Providence you were treated as little more than a weapon. But you showed you're far more than that. And even if it was programmed into her, what's to say that she doesn't _feel_ the same way?"

Rex couldn't argue that point. A good portion of his time in Providence was spent trying to show he wasn't just some tool that could be switched on and off whenever it was time to do a job. He might have been an Evo but he was just as much a person as anyone else.

"And you think this bot is like that?"

"I'd like to believe so." replied Holiday.

Rex, took that idea to mind as the group rushed toward the hanger.

Within the hanger a nearby vent was kicked out and the lithe figure of the robotic female swooped out. Landing some feet away she surveryed the area and saw the place chock full of jump jets.

"Oh yeah, found my ride." she said, racing off towards the nearest one.

Pulling over the canopy she climbed aboard and glanced at the dashboard, grimacing at the fact she didn't understand the controls. She played her hands over the console and oddly enough the ends of her fingertips extended, releasing something of a audio jack, though far more advanced than normal and with a slight surge of energy bouncing between two poles.

"At least my USB-jack is still operational. Just gotta hack this thing and it's smooth sailing." she said, inserting her finger into the jet's onboard computer.

Plugging into the internal systems and breaking through the firewalls only took a little time, and soon enough the engines of the jump pet warmed up.

"Yes! Time to blow this joint!" she squealed happily, though that squeal turned to a shocked cry when blaster fire buffeted the side of the jump jet.

She turned to the source to find Bobo unleashing a volley of energy shots at the hijacked hover vehicle.

"Sorry chica, no punching out earlier from this brawl!"

"Alright monkey boy, I didn't want to have to do this but if you're gonna start shooting at a girl then she's not gonna just sit back and take it!" barked the android, turning the jump jet so that it was facing Bobo.

The chimp had a sneaking suspicion what was coming next and leapt away from the vent as the vulcan cannons on the jump jet began to whirl. Moments later bullets sprayed out, the bullet storm cascading just behind the retreating simian. Fortunately he found cover in the opening of the nearby door, with Six and the rest rushing in. However the Rex was the first to leap into the room, right into the coming path of the bullets.

"No wait! Look out! Get out of the way!" shouted the android.

A surprised Rex threw he arms up at the call, managing to create smaller mechanical gauntlets, ones he dubbed the Block Party, that created an energy barrier to deflect the lethal shots.

Ceasing her fusillade a sense of relief passed over the android's features, as well as slight shock, the gynoid befuddled by yet another strange ability of Rex, "Never seen an Evo do the stuff he does." she replied, watching as the gauntlets retreated back into his body, "He doesn't just get power from his nanites, but it looks like he controls them as well. Is he some kind of new breed of Evo?" she pondered, though quickly snapped out of her wonderment as the group started to converge on her, "No time to figure it out now. Need to get out of here."

Turning the jump jet in a wide swivel she pointed it at the hanger doors and activated the jet's missile system. They where soon primed and aimed straight at the door, and with a thought they flew out toward the doors, screaming across the hanger before detonating on their target.

A large blast escaped the hanger bay of Providence base, with a plume of smoke leaking out from the damaged doors.

However the gynoid didn't look to happy with the results, "Not quite big enough. But another volley should do it."

That didn't come to pass however as a chunk of metal slammed into the side of the jump jet before she could position it for another shot. Turning across the cockpit the android girl bore witness to Rex's Slam Cannon, the pressurized catapult pulling at the very floor itself and using it as a weapon. Once again armed Rex fired the cannon, scoring a hit across the jet's bow. The blow knocked the jet off balance, though its pilot did her level best to steady the vehicle.

Still, her stupor gave Rex the time he needed to lunge at her with his Punk Buster boots and Smack Hands out, ready to bring the hammer down. There was a violent jerking motion within the cockpit as the gynoid was jumbled around inside from Rex slamming his fist into the side of the jump jet. The jet teetered to a side before scraping a wing against the ground, scraping until the wing snapped off entirely. With its balance completely compromised the jump jet swiveled around wildly for a time, forcing the android to abandon it lest she get caught up in the subsequent wreckage that followed.

Pulling herself to her feet the android spied the wrecked jump jet in anguish, then quickly turned to the hole she had made in the hanger wall. It might not have been big enough for a jet, but she still get through herself and make a run for it. Although that plan was squashed before it could even begin as Rex stood in her path.

"You're not getting pass me, not a third time." he warned, the nanites in his arms glowing brightly, "I'm shutting you down!"

"Bring it freak! Have you seen what I can do to Evos?"

"Have you see what I can do to machines?" he shot back.

He rushed her with hands extended and she retaliated in kind. The two interlocked in a struggle, with both the same in general terms of strength. However Rex's true intent to was force his nanites into the gynoid and shut her systems down. But as he did so he noticed something strange. Just like when he tried to open her container from earlier he felt a resistance. This time around though the resistance was much stronger. Much too stronger in fact.

"What the!" shrieked Rex, pulling back his advance when he saw his nanites being repelled.

With a yell the android girl's core glowed brightly, release what appeared to be a powerful pulse of energy that completely rejected the nanite advance. And pushed Rex back in the process.

"I don't know what you were trying to do, but there's a reason I don't have a single nanite in me." she said, pointing to the glowing sphere in her chest, "This core and my system are designed to keep nanites out, so that they don't interfere with my more… delicate features." she said, cocky grin from ear to ear, "You're some kind of messed up machine based Evo but there's no way your nanites are gonna get past my barrier!"

Rex recovered, then snorted at her declaration, "Fine then. Guess we do this the old fashion way."

At that he summoned for a new weapon, a massive double edged sword, the BFS, to bear. Adding to her woes he had the blade spin on its axis, becoming a vibrant buzzsaw.

Hesitant to get into a scuffle she turned back in an attempt to leave the hanger, but Six and the others were already on her. And to make matters worse armed Providence agents stormed the room, quickly leveling their weapons on her, each primed to fire.

Extending the shafts of the Manga Blades the gynoid peered around the room and tried to access her situation. She didn't doubt she could get pass the Evo boy, but at the same time he wouldn't go down easily and there was enough hardware pointed at her to gun her down despite her harden shell. In the same token, if she tried to push pass the enemy agents she was sure that the nanite user would slam her with his oversized weapons.

Her only chance of escape was getting them to come to her and hope she could find an opening.

"Fine then! Bring it! I'll take you all on!"

"With pleasure." came Rex, stepping forward to strike.

"Wait!" they heard a call come, stopping Rex's advance.

It was Doctor Holiday, pushing pass the Providence agents to get ahead of the group.

"Doc?" pondered Rex.

"You. Renegade Unit: CA4-6M-09N, stop." called Holiday, garnering a quizzical look from Six, "I got her code number from the container."

"Look lady. Just because you know my production number doesn't mean I'll just respond to your commands." barked the android, "I'm not just some machine you can parade around! I'm…"

"Carmen Wright."

The android stalled at the name, "… how, how do you know my _name?_ " she asked.

"You're right. Knowing your production number wouldn't let me control you. But I was able to use it to track down your creator, so to speak. You were an android created in the Renegade Project, weren't you?"

"Renegade project?" asked Rex, blade still out but the spinning had ceased.

Holiday was quick to explain, "Carmen was built, like many other androids, under the Renegade Project, a secret military program designed to create robotic soldiers to send into war." Holiday explained, "Carmen is part of the CA4 series, which were the first to be personified with more humanlike attributes who could blend in with the crowd, serving more as personal bodyguards to high-level officials than outright infantry." she continued on, urging the Providence Agents to lower their weapons, "However the series developed many malfunctions and system failures. Carmen here was the only one that had stabilized and had a perfect running emotional system. That's why I said she's one of a kind. She is literally the first successful prototype of a machine that can actually feel. Not simply mimic feelings or pose understanding, but to truly have emotions."

"Whoa…" murmured Rex.

"Well yeah. I feel. And right now I'm not _feeling_ all that comfortable with you humans hunting me down like a dog. So back off!" barked the android, Carmen Wright.

"How'd you figure all this out?" asked Six, "If this is a secret military project…?"

"The same way Black Knight did. Let's just say she had a lot of back door access to a few things and integrated that into Providence's computer files. Once I put in Carmen's production number the entire history of the Renegade Project popped up, though I didn't really have time to go through it all." replied Holiday, "But as far as I could tell, her creator, Nathaniel Wright, had passed away a short time after the Nanite Event and with no claim to her the project was shut down and she was put into storage, which we inadvertently ended just now. Well, Rex did anyway." she replied, turning her attention back to Carmen, "Isn't that right?"

"Yeah, when I wasn't need anymore I was locked away, in an oversized bread box!" barked Carmen, the grip upon the blades tight, her teeth grinding, "Completely deactivated and pushed aside! I couldn't do anything in that coffin. I might as well have been dead!" she screamed, "And let me tell you something, there's no way I'm going back in there. I'll take you all down if I have too!"

"There's no need for that. We can help you if you just calm down." replied Holiday.

Carmen scoffed audibly, "Not buying it lady."

"I'm not lying to you. I honestly just want to help you."

"I've seen honest faces before. They usually come attached to liars."

Holiday sighed, seeing that words weren't going to get through to the high-strung android. Instead she took steps forward ahead of the group, an action that had everyone looking on in confusion.

"Holiday, what are you doing?" came Six.

"Everyone just relax and let me do this." she said, stepping right toward Carmen.

Carmen saw this and took a tentative step back, "Don't get close to me lady. I'm not playing around her, I'll take you out if you try to…"

"You won't." replied Holiday, "And you haven't. Despite the chaos you've caused."

"What are you talking about?"

"You haven't really hurt anyone here, despite fighting half the base."

"Hello doc, remember me. Sucker punching robot hit me in the face, twice." came Rex.

"Fine. You haven't hurt anyone, **much**." Holiday amended, "In fact, I believe she even warned you Rex when she started unleashing that Jump Jet's payload."

Rex thought back on that, and indeed, Carmen's warning had come out just in time for him to defend himself. It was strange that she'd go out of way to do that despite opening fire in the first place.

"You don't want to hurt anyone." Holiday repeated, "You don't have it in you."

"Lady if you don't back off you'll be the first." came the gynoid, blade pointed right at Holiday.

"Then do it." came Holiday, standing right in front of the blade, her gaze unwavering.

Carmen continued to point the blade at Holiday, who for her part continued to look past it and at Carmen herself, right in her eyes. The gynoid's expression gradually changed and her hand slowly began to shake as she lost her nerve.

"Back off!" she yelled loudly, "I won't warn you again!"

Holiday still didn't move, though Six looked anxious from his position.

"Darn it!" barked Carmen, bringing the blade high above.

Sixx moved to intercept but instead of slashing at Holiday Carmen threw the blade to the ground, the sharp edge sticking into the floor. The other blade clattered on the ground as Carmen dropped it to her side. The android then glared down at Holiday who held a warm smile.

"Let me help you." Holiday said.

"Leave me alone. I just want to… be left alone."

"I know you're scared. But running away isn't going to help you."

"I'm not scared!" Carmen yelled, though more out of a sense of embarrassment than anger, "I just… I'm not going back into that box! I'm not some toy to be put on display!"

"You won't have to." replied Holiday, "And I don't want to put you in there."

"… what is your angle lady? What do you get out of helping me?" Carmen asked.

"Nothing. Save for helping someone who obviously needs it." she replied, "As well as being able to study such an advanced cybernetic construct such as yourself." she added with another smile.

"You might just be the first… honest liar I've ever met." replied Carmen, taking a deep sigh as she tried to relax, "I… really won't have to go back in that container?"

"I swear on my life. You'll never have to be put away again."

Carmen looked around at the assembled Providence forces, who for the most part had lowered their weapons, though still looked ready to jump to action at a moments notice.

"Fine." Carmen replied, putting her hands up, "I surrender."

"Good. Now was that so hard?" Holiday asked.

"Don't get smug lady. I still don't really trust you. But I don't have much of a choice now, do I? I might as well see where things go as I look for a good time to make my escape."

"That's up to you. And the name isn't 'lady', it's Doctor Rebecca Holiday."

Carmen scoffed, but a small smile had found its way to her face as she relented. And with that the Providence agents relaxed.

* * *

Back in the tower White Knight's face appeared on the overhead view screen once more where he was greeted by Holiday, Six, Rex, Bobo, and Jungle Cat. As well as the newest arrival, Carmen.

And a whole gaggle of Providence agents hanging around, just in case.

"Nice show of confidence there lady… er… Doctor Holiday." came Carmen, looking about at all the armed soldiers.

"I told them the threat passed." replied Holiday, "But what can you do?"

"I'm not entirely convinced of that." came White Knight, "Still, you managed to convince it to stand down and…"

"Her." replied Holiday, "I managed to convince _her_ to stand down."

"Her?"

"Yeah 'her' as in Carmen Wright." came Carmen, "Don't forget Mr. Albino."

Rex couldn't help but chuckle at that one. White grunted, but he was still more concerned with the android's intentions, "What exactly does it… does _she_ want?"

"Well for starters, an explanation on what exactly has been going on?" asked Carmen, "I've been asleep for nearly six years now and things have really changed in that time. I mean, you got Evos working for you?"

"Very well. I suppose we should start at the beginning." replied Holiday, "In the last six years the world has been dealing with the threat of Evo and us, Providence, were created to deal with the nanite problem." she began, weaving a tale of struggle and triumph against a world-wide epidemic that had threatened to destroy everything.

Carmen was told of the original intent of the Consortium and their bid to use nanites to become godly. She was told of how the nanite event had been triggered to prevent the powerful Meta-Nantes from falling into the Consortium's hands. She was told of Rex's amazing abilities; how he was able to communicate with his nanites, control certain machines, create his own, and even cure Evos by using his nanites to extract other nanites.

She was told of the heartache and happiness associated with the war against nanites, how monsters (both Evo and not) rose and how heroes were born.

And finally she was told how about a month ago that unending threat, the dread of Evo infestation had been wiped clean from the Earth as a single boy rose up and brought salvation.

"You're telling me _he_ …" began Carmen, referring to a waving Rex, "… has 'cured' every single Evo on Earth?"

"Rex did have near unlimited power when he cured the world due to the influence of the complete Meta Nanite." replied Holiday, "But yes, he single-handedly turned the tide."

"Yeah baby, world-wide Cure Event changed things back to normal. Although there are a few Evo here and there still around. Not nothing this awesome guy can't handle though." he added, beaming with self pride.

Although he noticed Carmen staring at him in disbelief, "What? It's all true." he said.

"Why?" she asked.

"Well, why not? The world was in chaos and I had the power to change it, so I did." he replied.

"No. I mean, why would you… give up all that power?" she asked, "You could have done anything and yet… you gave it all away?"

Rex chuckled uneasily at that question and tried his best to answer, "Well I mean I could just say the reason I gave it up is because I didn't _want_ all that power. But that's probably not the answer you're looking for." he said, sighing, "The answer isn't easy, nor is it simply just one. I kinda have a ton of reasons why I gave it all up." he said, looking about at the assembled group in the room, "Reasons for myself and reasons for others. But to be honest, the world doesn't need an untouchable sovereign looking over it controlling its every move. Too much responsibility for something like that, and too much temptation."

"Really?"

"Yeah, that's it really." replied Rex, "I guess it's probably not the most awe-inspiring tale of selflessness, but it's mine and that's the story I'm sticking to."

"… I see." she murmured.

Carmen was quiet for a time as she mulled over his meaning.

Soon though she spoke up, "So I suppose the world is safe now." she said, "No more Evos."

"Maybe. But the Consortium is still out there and I doubt their ambitions are done." replied White Knight, "Which is why it's imperative you tell us anything you can about their involvement."

"I can't really tell you much. I was 'asleep' for most of the time during the Nanite incident."

"But you were awake for some of it, right?" asked Rex, "Mind filling us in now?"

Carmen nodded, "Alright. I suppose I should give that much. It is only fair considering you got me up to speed." she said, taking a deep breath before beginning her tale, "It was actually not too long after the Nanite Project was up and running. The Renegade Project was an off-shoot of it. A collected effort to push the boundaries of cybernetic ingenuity. My father, Nathaniel Wright, was one of the scientists working during the Nanite Project. He wanted to go beyond the limits of modern cybernetic technology, he wanted machines that could think and feel for themselves, however the tech simply was not up to date a the time. However he, and several of the other scientists felt that the nanites could help push the envelop."

"Let me guess. Was one of those scientist named, Caesar Salazar?" Rex asked.

Carmen gave him an inquisitive look, "Yeah. How'd you know?"

"He's my brother." replied Rex, "And one of the originals in the Nanite Project. Along with my parents."

"Wait, your family… is the Salazars?" asked Carmen, "They were my father's best friends. He talked about them all the time, how they were savants of their time."

"Yeah, the family was pretty smart." replied Rex.

"So when they experimented on you after your accident it was in order to control nanites from a human perspective?" she asked.

"More like to save my life." replied Rex, "The other abilities were more of a side affect of the nanite infusion. In a way you could say I owe a lot to those little machines."

"My father always felt that the nanites could bridge gaps that most technology just couldn't reach. He felt that the nanites could give conscious to machines, he wanted them to be able to evolve." she replied, getting back to her story, "It's why he created a particular type of nanite. What he called, "The Omicron Nanites" she said.

"And those would be?" Holiday asked.

"In short, nanites that would learn from their surroundings and continuously grow, adapting as need be. They would be nanites that could program themselves." she replied, earning her some murmurs of surprise from the collected group, "My father hoped these nanites would pave the way for high end cybernetic technology and beyond."

"Did he ever complete his work?" Holiday asked.

"No. He died before he could finish, but he didn't trust anyone with what he had discovered so he hid away the information so that no human could abuse it." replied Carmen, "And considering the Consortium's main goal was to use nanites to rule the entire world, he was right to do so."

"Yes. I read of Professor Wright's death. It was sometime after the Nanite event."

"Yeah, at that time my father had decided to focus more on a military project, the Renegade Project. My father… didn't like war. He felt it was a waste of time and more importantly, lives. However he knew that fighting was unavoidable in this world so when he heard that the government wanted to replace live soldiers with robotic ones he jumped at the chance. Though his main reason for joining was to create robots like me, the Series 4 Combat Androids, or the CA4." Carmen replied, closing her eyes in deep thought, "Being the fourth in the series during the Renegade Project we were the most human of the bunch. However my father wanted more. He didn't just want the series to act human… but to feel it. He gave us emotions. He wanted to give us life. But in order to feel you must understand both happiness… and sadness. My 'brethren' couldn't understand that. The higher functions made them go crazy so they were shut down, permanently. I was the only one capable of processing the new sensations properly. Heck, I became the poster child for the project. I was suppose to show people how advanced cybernetic technology could be used to help people, to _save_ lives." she said, "But some in the government didn't want a machine that could feel, that could feel remorse for taking lives on the battlefield. They just wanted an army that they could utterly control. They wanted free reign to fight a war without restriction." she said, sighing once more, "When my father realized their true intent he knew I would never really live a life, not the way he wanted me too. And he knew they would force him to reveal his secrets, which is why he locked them away. My father was arrested after that, though it was kept under wraps as to not arouse suspicion. Sometime later though, he died, and with nobody to my name my defensive systems were deactivated and I was put in storage."

"To keep someone from using you as a weapon." came Holiday.

Carmen scoffed, "More like they were scared of what I might do without a leash."

"Maybe with good reason." came White, "Even with your defense system deactivated you managed to cause some serious problems in my base, "A _leash_ isn't a bad idea."

A sharp glare came from Carmen at the view screen, "You remind me of the General who spearheaded the project." she said, "And I didn't particularly like him."

"The feelings mutual."

The two shared an intense glare, but fortunately Holiday stepped in before anything could arise from the standoff, "When Providence was under control of Black Knight she used her connections to gain access to parts of the Renegade Project, which is where she got the Black Pawns from."

"Black Pawns?" asked Carmen.

"Robot dudes, that for a while I honestly thought were people." replied Rex, "You really couldn't even tell the difference until you took the masks off."

Carmen nodded, "Probably early prototypes taken from the CA4 series, before the implementation of emotional subroutines."

"And if I had to guess, they were stored along side you after the Renegade Project was shut down." replied Holiday.

Carmen nodded once more, "This Black Knight is no different than what many of the governmental officials were. They just wanted to use the weapon aspect of us. Nothing more."

"That also means that others like them, or like you, could be in the control of Black Knight?" replied White Knight, "And considering they were decommissioned because they were psychological failures that makes them being under her thumb even more dangerous."

"Even if it was for a hypocritical reason, the Renegade Project was shut down because humans just couldn't be trusted to use this technology correctly." replied Carmen, "I won't let this Black Knight abuse my brethren."

" _Providence_ will deal with Black Knight. You aren't going anywhere. Is that understood?" came White Knight.

"Look Bleach Boy, I'm not a puppet. So you can take your orders and shove them up your…"

Holiday quickly put herself between Carmen and White Knight once more, "What she means to say is, this isn't the Renegade Project so we can't expect her to follow us blindly." replied Holiday, "Instead why don't we make you an offer?"

"An offer?" both Carmen and White Knight said in unison, something that surprised them.

"Yeah." came Holiday, "When you were deactivated all your defense systems were shut off to avoid having your abilities misused. What if we could reactivate them, give you full access to your systems?"

"… you think, you could do that?" pondered Carmen.

"I might not be on par with you father in terms of cybernetics, but I think in time I could crack the code that's holding you back. Besides, White Knight has a point." she added, and quickly explained, "You can't fight Black Knight as you are. Even your most basic special abilities have been barred and while you're stronger than any normal human, you wouldn't stand a chance against Black Knight and her forces. So instead, why not join Providence and let us help you release you full potential?"

"Just like that?" Carmen asked.

"Yes? Just like that Doctor Holiday?" asked White Knight.

"Yes. Just like that. And it would give me the opportunity to study you." she replied.

"Nobody does anything for nothing." came Carmen, "Your offer is just a little too good to be true."

"But it is."

Carmen still didn't look convinced.

"I just want to learn more about you and the CA4 series." Holiday added.

"I'm more interested in these supposed, "Omicron Nanites"." replied White Knight, "I can only imagine the chaos Black Knight could cause if she got control of something like that."

"Not gonna happen." came Carmen, "My father hid that information away where nobody would find it."

"You were found." came White Knight.

"Maybe. But those secrets are hidden, even deeper down. In the one place nobody would suspect."

Holiday thought about it. If Doctor Wright really didn't erase the data on these so called Omicron Nanites and the government didn't get ahold of the information while he was imprisoned, where could the data be? She didn't doubt the government would turn Wright's world upside down to find such sensitive data, particular if the Consortium hadtheir hands in things. She then looked to Carmen and it clicked.

"The one place nobody would suspect. The best place to keep sensitive data. You." came Holiday, spotting the tightened look from Carmen, "The data is in your head, isn't it?"

Carmen… looked away briefly, which only helped to confirm the doctor's suspicions.

"Your father downloaded what he created into your mind, knowing full well when you were deactivated nobody would be able to find it because it was already put away." Holiday continued, "But I think, Black Knight might have figured out the ruse. That's why she wanted to get a hold of you so badly."

"… my father, made me promise that no matter what, this data couldn't fall into the wrong hands. He said it could be revolutionary, not just for the advancement of cybernetics, but the world itself. Although I didn't have a clue what he meant. But I still promised him and I intend to keep that promise." replied Carmen, "My father was imprisoned and died just because there were greedy humans out there who wanted to abuse his work. I will not let his sacrifice be in vain."

"Black Knight won't stop until she gets a hold of you." came White Knight, "Just having those secrets makes you too important."

"She can try all she wants. And I'd rather destroy myself before I gave that up to her."

"Let's not go to that extreme, shall we?" asked Holiday, "I know that you father didn't want the data on the Omicron Nanites to fall into the hands of those who would abuse that power, but how about providing that information to Providence in exchange for us help you?"

Carmen snorted, "You're not all that different than the guys at the Renegade Project. You really think I'm suppose to trust you with this kind of sensitive nanite technology?"

"Well look at me." came Rex, stepping into the conversation, "I'm practically a nanite factory and I'm not being used and abused here. Providence can be a little overly paranoid about stuff, but it's honestly out there to help people."

Carmen thought on that, "Well… you did give up all that power, and as powerful as the Omicron Nanites could be they don't come close to the Meta Nanties."

"You can trust us to help you, and you can trust us to keep your secrets safe." replied Holiday, "What do you say?"

"I'm… interested. But what about you Le Blanc?" asked Carmen.

White Knight set his thoughts in motion. He looked about the assembled group in the room, his mind reminiscent of past events. Then taking a deep sigh he gave his answer.

"Fine. But if this is going to work you going to have to join Providence and follow my orders, but not because you are a machine. This isn't a summer camp, this is a military installation and I expect some degree of correspondence within it."

"Am I a prisoner?" she asked.

"You will be a agent and like any agent you will be free to quit whenever you like. But I doubt you'll get far by yourself." he said.

"Hmph… even if I'm free, I don't have many options." Carmen groused.

"Hopefully by working with Providence we can provide you with some." replied Holiday.

"Yeah man, I turned out fine." Rex replied.

Carmen looked about the room, pondering her coming decision. Whether or not she could trust these "people" with her father's final wishes. But they had a point, without her abilities she'd stand little chance in the world and while Providence contained aspects she didn't like, heck couldn't _stand_ , she had little choice. They were at least willing to help her, and at the moment they were giving her the best offer she could get.

"Fine." she replied, illicitness a smile from Holiday, "I'll join your army. And in return I'll hand over my father's data _if_ you manage to turn all my systems back online."

"Then we have an agreement?"

"Yes… sir."

White Knight nodded, "Very well. Welcome to Providence, Special Agent Wright."

Seeming to realize something Rex brought a hand to his chin in a thoughtful manner, "Huh… you know something. As long as I've been here you've never referred to me as "Special Agent Salazar"." replied Rex.

"Oh… there are so many reasons for that Rex." replied White Knight.

"What's that suppose to mean?" he asked, whirling around when he heard snickering from Bobo and Jungle Cat.

"Well then Milk Cut, what is my first assignment as an official Providence Agent?" asked Carmen.

"… something tells me I might regret this decision." muttered White.

* * *

Within the Tower room of the Petting Zoo the gynoid Carmen Wright lay upon a table within a specialized scanner device, usually used to monitor Rex's condition, both physically and nanoscopic. Holiday was using it to commence with an in-depth scan of Carmen's inner workings and the sight upon the doctor's face as the readings came in was as if she was a kid in a candy store.

"This is amazing. My initial scans only scratched the surface of your cybernetic interface. Doctor Wright really did trying to create you with the expressed purpose of making you as close to human as "physically" possible." she said, the scan moving from head to toe and back again, "You even have a food processing system within you… not unlike a human digestive system."

"Wait, she can eat?" asked a surprised Rex, "I just thought we'd have to plug her into the wall or something. I sure we got an extension cord lying around.

"I don't really _need_ to eat, but my father told me that to really understand emotions I had to be able to experience the human senses. Visual and audio reception are one thing, even physical stimulation… but to smell the soft scent of a rose, or to taste the bitter sweetness of coffee rolling off your tongue, only be experiencing those sensations can one truly _feel_." replied Carmen.

"Huh? Okay then." replied Rex, nodding in understanding, though moments later an idea struck him, "But if you can eat, what do you do with it after you're done? You know, when you gotta go to the…"

"Hey! That's private!" Carmen yelled, looking both embarrassed and put off.

"Rex, you shouldn't ask a girl those kinds of questions." Holiday chastised.

A sheepish chuckled reverberated from his throat at being called out as he tried to laugh it off.

Holiday just gave him a good-natured head shake before getting back to the read-outs, "But what is really astounding is your power source. It's unbelievable."

"So what, she got a super Duracell battery in there or something?" Rex asked, getting a chuckle from Bobo.

Carmen didn't share in the humor, but decided to hold her tongue for the moment.

"Duracell? Hardly. This power source is more like a miniature particle accelerator."

"And that's surprising, why?" Rex asked.

"I've never seen a particular accelerator at this size generate this level of energy." she replied, "At these readings she generates far more power than she actually needs, you could power a good chunk of Providence with her core."

Rex let out a low whistle, genuinely surprised at the revelation, "Wow girl, you're packing."

Her expression took a cheerful tone, "I _am_ one of a kind." she replied.

"And from the looks of this, anatomically correct." replied Bobo, nodding with a mischievous smile, "So she's definitely 'packing'."

That cheerful expression turned abash, "You dirty monkey!" she barked from the machine.

"Bobo, leave her alone." came Holiday, shaking her head again, this time in disgust.

With a hearty chuckle the chimp swung away, taking position aside Rex and Jungle Cat, the latter of whom rolled his eyes at the chimp's crude humor.

"So Doc, you find the switch that can turn her powers back on yet?" Rex asked.

"It's not like that." replied Holiday, "From what I can gather her systems are linked to a built-in "Stand-by Code" and you need the code in order to cease the stand-by order." replied Holiday.

"Unfortunately I don't know the code or I'd put it in myself." replied Carmen, "My father probably didn't tell me so that nobody would be able to just hack me and unlock my special abilities."

"I see. So how are we gonna unlock them then?" Rex asked.

"It won't be easy, we don't know if the code is a number, or sequence, or voice response, or input command." replied Holiday, "As far as I can tell the only sure-fire way to do so _would_ be to hack Carmen."

"Hey! Just because I'm willing to go with you guys doesn't mean I want you poking around in my head." came Carmen, "Besides, what would stop you from just grabbing the information on the Omicron Nanites anyway?"

"Don't worry, I didn't plan on doing that. Not only would that be a massive invasion of your privacy I'm not sure I could successfully navigate your processor. The level of computation in your head, I wouldn't even have an idea as to where to start."

"So there _isn't_ a way to do it?" Rex asked.

Holiday sighed, trying to think of a solution, "Her systems are just too complicated to try and unlock all at once."

"Hey, you come with an instruction manual or something?" Rex asked Carmen, "Like Socket-A connects to ball-point 2-1 or something." he said, small chuckle issuing forth.

Bobo joined him in the laugh, with Carmen giving a grunt in response.

"Ha ha, hilarious. Laugh it up Evo boy, you're gonna need some assembly required soon."

"Rex, leave her be." Holiday chastised, then seemed to realize something, "Although you might be onto something. she said, going back to the scans of Carmen's body, "We might not be able to unlock her full body at once because of the connection between it and her stand-by mode, but each of the _individual_ pieces of her system are only controlled by very rudimentary processes. Theoretically it should be possible to unlock those parts separately, thus bypassing the stand-by code."

"So we poke and prod different parts of her body until we get a twitch?" Rex asked.

Holiday nodded, "That's the best course. What do you say Carmen?"

"Well, I want to unlock my abilities and so far that seems to be the best answer anyone can come up with, so go ahead Doc, start poking." Carmen replied.

"It's not like I'm going to jab you with a stick or anything." replied Holiday, "I'll need to procure the proper tools to perform the investigation carefully."

"A ratchet and screwdriver isn't enough?" asked Rex, "I'm sure we've got an oversized wrench lying around somewhere."

That one got even Jungle Cat chuckling.

"You having fun over there?" asked Carmen, trying her level best to keep calm.

"Since we're teammates now I can't get my payback for all those sucker punches you gave me. Me ragging on you is the best I can do to even the score."

"Ah I see, mad that I handed you your backside on a silver platter." came Carmen.

Rex leveled a glare at her, " **Sucker punched.** "

"Sure."

The snickering of Bobo and Jungle Cat grew louder, though this time directed at Rex.

"What are you petting zoo rejects snickering for? I tanned your hides too." came Carmen.

That had them scowling soon enough.

"We all underestimated her." replied Six, "Machine or not, you have military training, don't you?"

"Huh, you noticed did you? Well yeah, the Renegade Project was military so its stands to reason I was given military training." replied Carmen, "Although maybe that's a misconception consider your guys are part of a paramilitary." she began, referring to Rex, Bobo, and Jungle Cat, "Maybe the requirements in Providence are a little lax."

Those scowls deepened.

"Stop teasing Carmen." came Holiday, to which Carmen just laughed it off.

"So Doctor, these specialty tools that you need, something tells me they aren't in Providence?" asked Sixx.

"No and there are only a few places in the world that'll have what I need to work with. We'll have to put a word out and hope we can acquire them." replied Holiday, ending her scanning of Carmen, "You'll have to wait a time longer."

"Maybe, but I'm farther along than I have been in six years." Carmen said, "Progress is progress, even if it isn't the the most direct."

"Very open minded thinking." replied Holiday.

"My father alway said that. He told me that you don't discover something because you planned for it, but because you reached out into the dark and took hold. You don't always know what to expect, but sometimes thats the best option." Carmen replied, "Still, he also told me to be wary of people, considering anyone can wear a mask of sincerity but few people emulate it. It's one of the reasons he was so reclusive."

"To be honest, Doctor Wright wasn't the most well known scientist of the time, but I'd really like to know more about him." Holiday asked.

"My father might not have been very famous… but he was one of a kind." replied Carmen, stepping off from the exam table.

"He had to be to create someone like you." came Holiday.

Carmen smiled at that, but there was a sort of sadness to that smile that Holiday caught onto.

"So I guess I need to just wait around until you get these parts in." replied Carmen, "Guess it'll take a while."

"Maybe not as long as we think." replied Holiday, "There is somewhere we can go right now that might have a good majority of what we need."

"Where?"

Little less than an hour later a Providence drop ship arrived at a massive structure, a strange facility with many spires arranged in a circular web-like pattern..

"Huh, the Consortium's old hang huh?" asked Rex as the drop ship hovered overhead.

"Well, it does contain a lot of high-end equipment considering how much money the Consortium put into it." Holiday explained, "And now that its under Providence control its been converted into a true research facility, one your brother heads."

"Caesar Salazar." replied Carmen within the drop ship, "I wonder if he's changed?"

"You've met my brother before?" Rex asked.

"A while ago, just before the Nanite Event. He came to meet my father to discuss programming his own artificial intelligence. I only met him that one time, but he left an impression."

"He does do that." replied Rex with a chuckle, "Hopefully he'll remember you. Then again, considering how my brother thinks he might not."

"Kinda hoping for the latter." Carmen murmured, a murmur that garnered her a strange look from Holiday.

The team plus Holiday disembarked from the dropship and walked up the path toward the massive facility. After getting clearance from Providence officers they trekked inside, following the main hallway toward the main wing; the Advanced Research Node.

Within one of the labs they found several figures within, the most obvious of them being there veritable Caesar Salazar himself. The brother of Rex was donned in large protective goggles as she stared intently at a revolving machine that generated a bright flash of energy. A couple of feet away at a computer console sat a man known as Peter Meecham, another world renowned scientist. Meecham also wore goggles, though his attention was more on the read out on the console than whatever the machine before him was doing. And to Salazar's right stood a man known as Gabriel Rylander, another renowned scientist. Although he "stood" in a more figurative understanding, since technically most of his body didn't exist. With a special chamber Rylander's form was kept preserved as his physical atoms were held together, giving him a ghostly visage.

Rylander was the first to notice the arrival of the group, especially so when he noticed the team's newest addition.

"It can't be… _Carmen._ " he breathed, astonished for a moment, though that quickly turned to elation, "Carmen! It is you, oh joyous day indeed!"

"Hello… Professor Rylander."

"Oh, I haven't seen you in so long. Not after the accident."

"Accident?" questioned Holiday, though Carmen didn't answer as Peter Meecham looked up with an astonished look on his face as well.

"Wait? Carmen? You mean Nathaniel's kid?" asked Meecham, pulling aside his goggles as the machine aside him started to power down, "But you're suppose to still be in the hospital."

"Yeah… I am." she replied, "But then again I'm not the same one you know." replied Carmen.

"No, you're not." came Caesar, stepping into the conversation and taking a close look at Carmen, "You're… CA4-6M-09N." he replied, "So Wright finished you."

"Yeah, he did."

"Carmen… there's more to your story than you told us, isn't there?" Holiday asked.

Carmen nodded slowly, turning away from everyone's gaze in the process, "There's… a reason why I was the most emotionally stable construct of the CA4 series. Unlike the others, whose personalities were built from the ground up, and thus had wild inconsistencies, my personality was… borrowed."

"Borrowed? Like someone gave it to you?" Rex asked.

"My father did." she said.

"You had a donor personality. That's why you're cognitive functions are so stable, because they came from someone already stable." replied Holiday.

"If that's the case then…" gasped Rylander, coming to a startling realization, "I knew that Nathaniel was devastated after the accident, but I would never have guessed he'd go this far."

"And people wonder why I'm so protective of my own daughter." Meecham added.

And Caesar drove the point home, "CA4-6M-09N, the personality you were given… it's was Wright's daughter, correct?"

Carmen nodded, "It was not so long after the nanite event. At that time I had a very simple processing unit, so that I didn't fall prey to the same psychosis as my brethren. I was more of a point and click kind of bot. Then at some point, while my father was visiting his family… there was an Evo attack. Since it was of the first of its kind the world was in a panic so the Evo rampaged for a while that day. My father was there… and so was… Carmen, the _true_ Carmen Wright."

 _"_ Yes, I heard of that. A terrible day indeed." replied Rylander.

"She survived the attack, but _Carmen_ was put in a coma, a coma she would never awaken from."

"Nathaniel fell apart after that." replied Rylander, "He was already estranged from his wife, so losing his daughter like that devastated him. I tried to contact him but he shut me out. But to think he'd actually transfer her consciousness into one of his androids. I didn't think it was possible."

"It's possible alright. I'm living proof, so to speak." Carmen replied, "But it's weird, this feeling."

"What do you mean?" asked Rex.

"I have all her memories, her personality, her **life** … it's all in me, but it's not _mine_." replied Carmen, "Maybe it's just the dissonance I feel from no longer being organic but instead of feeling like myself, like _Carmen Wright_ , I feel like I'm just… an actor playing the role."

"Whoa." murmured Rex.

"The real Carmen Wright is more or less dead. I'm affectively her stunt-double. Although, I'm pretty spry for a corpse." she said with a wry laugh, "My father tried to bring me back… but to be honest, Carmen was already gone long before. It wasn't until afterward did he finally realized that. But I don't hate him for what he did. He built me, he gave me life, and he cared for me, even if I was just a facsimile for his real daughter. My father was many things, and he had his faults, but he was a good person all the same."

"Indeed he was. And you cannot fault a man in desperation for doing anything he can for those he loves." replied Rylander.

"So that's the story." replied Carmen, "That's my **life**."

"That is… incredible." came Holiday, at a lost for words.

"Whoa dude… heavy." came Rex, his own take on things.

As the mood within lay heavy with the revelations, the situation outside would soon take a turn for the worst. High above a drop ship flew through the clouds, though it wasn't of Providence origin. It was the dark transport commandeered by Black Knight. And sure enough, within the cockpit of that monstrosity was Black Knight herself. She pressed a button on the console, engaging an autopilot for the ship.

Around her were the rest of the Consortium, though she paid them little mind as she got up and walked toward the hanger bay.

"Stay here and stay out of trouble." she told them.

"Wait, you're just leaving us here?" inquired Haden-Scott

"Yeah chickadee, you can't leave us out of this rodeo. We ain't a bunch of prairie dogs sticking to our burrows. How's that fair?" came Roswell.

"First you had us rushing, then you're leaving us out of the loop." came Reddick.

The silent Xanubian nodded to this, irate at feeling as if he was being treated as a child.

To Black Knight's credit she simply sighed at their complaints, and answered in kind, "You four aren't exactly the most well polished team and I'm looking for something very specific at the heart of this facility. I won't have time to hold your hands while I make my way through." she replied, pushing pass the group, "Besides, a few Black Pawns and the Quadruped will be more than enough to deal with the sparse security, at least before Providence arrives." she said, looking up at the behemoth of a battle tank, "But even so I'm not one to go into a fight without some reassurance so I put a little something extra in the tank if things really do go south."

The group around her shared a look, mumbling as if wanting to argue, but finding no real way to counter her argument they relented.

"All and all it shouldn't take me too long to find what I'm looking for." she said, pressing a button on the side of the panel, to which the bomb bay doors beneath began to unfurl.

When the doors were fully opened, she and several Black Pawns stood at the bomb bay doors. Black Knight gave the group a curt wave before hopping out of the ship, followed by her Black Pawns and the release clamps holding the Quadruped to disengage.

In free fall Black Knight, her pawns, and her battle tank sailed toward the facility, with Black Knight soon unleashing her flight pack from her back. The Black Pawns had small hover boards that guided their descent while the Quadruped had small jump jets in its limbs that slowed its fall as the group zeroed in on the facility.

At ground level the gaggle of Providence agents on guard duty noticed a growing shadow on the ground. Looking up they took horrified expressions behind their masks at the falling adversaries. They dove for their lives as Black Knight and her forces touchdown, hard.

Within the facility Holiday had brought a hand to Carmen's shoulder, "Regardless of where you got it from, you still have consciousness Carmen. You're feel to think, feel, and live however you choose."

"I'm not so sure about that Doc." came Carmen, feeling despondent, "Sometimes I wonder what the point is? Maybe I _was_ better off crated away, that way I wouldn't have to think about the fake life I live."

"Carmen, don't think that way. You have a lot to offer the world."

"Yeah, well the Omicron Nanites are a big deal."

Holiday shook her head to that, "That's not what I'm talking about. What I mean is…" she began, but was cut off by a massive rumble rushing through the facility.

"What was that?" called Six after the tremor had passed.

Caesar took to the head, going to a nearby console and pressing in a series of commands. On a small view screen nearby a picture of the outside of the facility came into view and what Caesar saw quickly worried him.

"Oh my." he murmured in shock, "This does not bode well."

The others took to looking at the screen, quickly matching his expression. The Quadruped and Black Pawns had engaged with the Providence forces outside. And though they did their level best to repel the mechanical beast they were little match for its armaments. With their bullet bouncing harmlessly off its armor the monster mecha returned fire, scattering the outmatched forces with a few well placed shots.

Rex visibly groused, "Oh come on, this guy again?"

"Is that a Quadruped?" asked Carmen, "Someone actually got that thing working?"

"You know about it?" asked Rex.

"We had one stationed at the base where the Renegade Project was set up, and while not technically part of the project the Quadruped was installed with a very basic A.I." she replied, "Though to be honest that thing is more like an animal than a person. And the subsequent tests didn't go over so well. It couldn't be controlled once it got going."

"Then Black Knight managed to tame it." replied Holiday.

"But why she sic her attack hound on us? What's the point?" asked Rex.

"Is she looking for something here?" Six asked, attention on the group of scientist.

"I can't imagine what." replied Rylander, "Providence was very thorough in its search of the facility."

"Yeah, you picked this place clean save for the equipment we need." came Meecham.

"… not entirely I believe." replied Caesar, earning him the attention of the others, "There is the underground vault." he replied.

"What 'underground vault'?" asked Meecham.

"During my tenure under Black Knight's leadership the vault was constructed to house rather… unstable nanite creations." he replied, "While Black Knight's focus was on acquiring the Meta-Nantes she also requested I investigate alternative means if the Meta-Nanites couldn't be procured. That included developing other nanites, that while not anywhere near on par with the Meta, could significantly boost the abilities of those who could manipulate Nanites."

"You wouldn't be suggesting anything like the Omega, would you?" Rylander asked.

"Not precisely. The Omega is one of a kind and to be honest, near impossible to replicate." replied Caesar, "But that doesn't mean that other nanites with varied abilities could not be developed that could match that of the Omega."

"And you didn't bother to tell us any of this, why?" asked Meecham.

"I didn't think it relevant. Especially after the Meta-Nantes were deactivated and the world cured." Caesar replied.

"Well it is now." came Meecham, "Thanks for the heads up."

"You really need to work on that habit of keeping things to yourself." Rylander added, to which an embarrassed Caesar sighed.

"In hindsight it probably wasn't a good idea to leave those nanites be."

Another tremor ripped through the facility, with the video outside showcasing the Quadruped breaking inside.

"So she's trying to take this place?" asked Rex.

"I don't think so." replied Six, "One mech wouldn't be enough and she knows that Providence would send backup to reclaim it. My guess, the mech is just a distraction while she personally reclaims her nanites."

"Then take us to this "vault" so that we can stop her." came Holiday.

Caesar nodded and was quick to lead the way with most of the others following, save for Rylander and Meecham, the latter not wanting to get shot at by an overgrown attack dog and the former simply unable to move from his rooted spot, considering his condition.

In a clammer of footsteps the group ran down the hallways behind Caesar, the scientist explaining some of the peculiarities of the nanites he was told to commission.

"One type was developed to boost the physical abilities of the subject, without the need to mutate their biological forms, while another was meant to attract nanites into a condensed form, something resembling the construction of Rex's builds. And then that was one with a very amazing, if not very unstable, quirk that…"

"Thanks for the down-lo bro, but maybe we should secure them before we get into their stats sheet." Rex interrupted.

Caesar chuckled sheepishly, "Yes. Yes indeed. That would be more prudent at the moment. But don't worry they are right around…" he began, but was cut off when a massive explosion ripped through the hallway.

The wall caved in from the blast and as the debris began to settle a massive form stomped through the newly created hole. Bodies of defeated Providence Agents were splayed out haphazardly as Black Pawns stepped over them.

"Perfect." muttered Rex, grimacing as a shadow that loomed above the group, "Fido's back to play."

Upon spotting the group the demented hound growled at them, and swiveled its weapons into attack position. And while it locked onto them another familiar face stepped into view, Black Knight.

"Well, well. What do we have here?" she said upon noticing the others, "I should have guessed this wouldn't be easy. You all have an annoying knack for being around to interfere with my plans."

"What can we say Black Knight?" came Rex, throwing his hand forward to unleash his blade, "We just love putting you in check."

She glowered at the young boy and upon scanning the group Black Knight's scowl deepened, "And it appears you released CA4-6M-09N from its containment unit. I was hoping to have the android programmed properly like the Quadruped here."

"Look lady, I'm not some automated stove you can set to your liking. And the name is Carmen Wright!" Carmen sneered.

And Black Knight sneered right back, "Oh my, you even named the little doll. How adorable."

Carmen ground her teeth at the mocking and clenched her fist in bubbling rage. However Black Knight didn't have time to banter with the forces of Providence and ordered her Black Pawns to engage. Then with a quick turn to her mech, followed by a "Rip them apart.", she set it upon them.

The coming roar from the Quadruped shook the hall and the vicious automaton lunged forward with weapons bared.

The group scattered as the walking tank scrambled about, swiping and shooting into the fray. Rex leapt up to stop it from massacring anyone, delivering a powerful haymaker to its side. With treads scraping against the ground the mech kept its balance, whilst swiveling its main cannons around to target Rex.

Cannon blasts bombarded the area, throwing up a veil of smoke surrounding the boy, as well as cutting him off from the others. However before the dust could settle an electrically charged mechanical tendril whipped out, scoring a nasty hit across the beast's snout.

Rex stepped forward with his Blaster Caster, the energy from the storage backpack being fed into the whip weapon.

"Back, back I say! Back!" he ordered, snapping at the beast several times with his weapon.

Like some sort of weird lion taming act Rex forced the Quadruped to back step, using the hallways to his advantage by staying just out of line from the main cannons.

Meanwhile the Black Pawns kept Providence contained at a choke point in the facility while Black Knight hurried down a nearby hallway.

"Is the vault down this way?" asked Holiday, firing off a few shots from her handgun before ducking back around the corner to avoid being mowed down by the return fire of the pawns.

At her side Caesar, who was hunched in a ball to avoid the fusillade nodded, "Yes. It leads to a special panel that opens up a passage to the vault. And with her abilities it'll take her little time to bypass the security."

"Then we can't be held up here. We've got to push through!" barked Six, flinging out something from his palm.

It was a small shuriken that sailed through the air amidst the gunfire toward a nearby Black Pawn. It didn't down the bot, having caught it in the shoulder, but it forced it back. However the other pawns kept the pressure up despite this.

"I might have a chance." came Carmen, "If I make a break for it my armor should protect me from the worst of their gunfire. And I should be able to get pass them."

Holiday looked worried, "Even if you do you'll have to fight Black Knight yourself."

"Hey, I fought Rex pretty well, I think I can handle a copy cat." Carmen replied.

Six nodded, realizing that they had little time to debate, "Alright we'll cover you while you make your move."

She gave a nod of her own before steeling herself for her run.

"Now!" barked Six, throwing a handful of shuriken down the hall.

The whizzing blades scored hits, both critical and not, against the Black Pawns while a volley of laser shots from Bobo pummeled the area around them.

The Black Pawns staggered at the assault and Carmen made her move, making a mad dash down the hall in her metallic fleet-footed steps. The Black Pawns recovered as quickly as they were able, firing off shots at the approaching Carmen, who brought her arm up in defend.

"Good thing I have control over _some_ of my systems, like my pain receptors." she said as bullets bounced off of her.

Fortunately bullets from behind, courtesy of Bobo and Holiday, gave her some much needed backup, and with some deft maneuvers which involved her running up and bouncing off the wall, she launched herself at her pass most of her enemies. He final leap had a Black Pawn unceremoniously caught underfoot with a twin-footed stomp as Carmen used it as a cushion as she landed.

"Sorry about that! But you're in the way!" came Carmen.

The other pawns moved to retaliate but Carmen was already on the move before they could attack, and subsequently giving chase was halted as more gunfire came from down the hall.

Back to Rex, the nanite boy was having a time dealing with the Quadruped. Even though it was in a more enclosed area the mech wasn't giving Rex any leeway in battle. It attacked with both armaments and body, shooting at Rex when he retreated and trying to crush him if he closed the distance. It had his number.

"You sure live up to your reputation for fighting Evos." he groused.

Rex knew this and lamented at his situation. The battle could go on for quite a while.

"I'm bringing you down Fido, one way or another!" growled Rex, leaping forward once more.

A double fisted punch from Rex knocked the Quadruped for a loop, then using his Punk Busters he followed up with a stomp upon its head that knocked its balance from it for a few seconds. He switched out his hands for his blade, setting it whirling in buzzsaw mode but the Quadruped managed rise back up before he could bring it down. Rex still managed to scrap alongside the beast, breaking through its armor and causing sparks to bounce about. It staggered from the hit and Rex took the initiative and leapt once more atop it, bringing a hand down upon its head.

His nanites rushed out, infecting the mech's systems. However upon reaching the polymer shield they stopped in their tracks. And no matter how hard Rex pushed he simply couldn't get the nanites to go much further pass the shield.

This time the mech wrung its head, throwing Rex into a nearby wall. Machine guns pummeled the area around him moments later, but his Smack Hands protected him. Ceasing the gunfire the Quadruped slammed its grappling claws into Rex and bared down on him with its superior size and strength.

"Perfect, can't shut the thing down no matter how hard I try. And I'm getting thrown around like a chew toy over here!" he growled, pushing back with all his might, "Guess I have not choice but to play around with you until you run out of juice."

And back down the hall a certain Black Knight stood along a dead end in the hallway. However as she placed a hand over the wall her nanites scrambled alongside it, revealing a console within. The nanites interfaced with it, breaking the lock which resulted in the wall itself pulling up from hidden gears connected to it. The lifting wall revealed a small room, not unlike many of the laboratories that dotted the facility.

However before she could step inside Black Knight heard approaching footsteps. And just as she turned around she saw Carmen come into view.

"Hold her." came Black Knight to her Black Pawns, four in total, "Destroy her if you have too."

They nodded at her commands and stepped up as she walked into the room; then using her nanites to reseal it.

"Boys, can talk about this?" came Carmen as she stepped up, "I mean, we're from the same series after all. We're technically kin." she replied.

Two of the Black Pawns readied their blades while the other two primed their weapons to fire, unleashing a bullet storm on the approaching gynoid.

"Guess that's a no!" squealed Carmen, hugging the wall to avoid the first sweep and diving forward as the second wave battered her. The bullets ended as the sword-wielding pawns struck on, the first coming at her with an overhead swing that she managed to block with her arms.

She did well holding it back, but the second came around with a horizontal slice, forcing her to divert one of her arms to the side to block the blow. She tried mightily to push back, but their strength was more than she could handle despite her strong armor. She was forced to a knee with the black blades scrapping along her arms.

The gun-toting Black Pawns started to make their way over to her, to try and contain her but Carmen wasn't about to let that happen. Shifting her weight and her arms she pulled herself into a flip that threw her sword attackers off balance, a move she followed up with by grabbing hold of the wrist of the nearest pawn with one hand driving the underside of her own palm into the face of it.

The shocking hit scrambled it sensors and caused it to release its grip on its blade. She then kicked it aside just as the one beside her aimed to take her head. Quick reflexes saved her at the last moment, grabbing hold of the dropped blade and bring it up to block the blow. She slowly rose to her feet, trying to gain the advantage over her adversary, but soon noticed the approaching pawns leveling their rifles on her.

Just as it was about to open fire Carmen pulled her weight back, which caused her sword opponent to lurch forward from the sudden lost of resistance… right into the line of fire.

Bullets rang out, pelting the Black Pawn, and unlike Carmen its armor wasn't near dense enough to withstand the gunfire. It was riddled with bullets, most puncturing vital systems, soon destroying it. With a quick step forward she kick the pawn into one of the gun pawns, toppling them both. Then with spin and a twist she flung the black blade at the other gun pawn, the weapon flying tried and true to piercing its chest, rupturing the main power supply.

She was immediately assailed by the sword-less pawn she had kicked away earlier, but without any assistance Carmen was able to grab it and pull it up and over her shoulder, slamming it into the ground. She followed up with a pull back and punch, slamming her fist into its core.

The toppled gun pawn pushed its busted ally off itself and leveled its rifle, but Carmen had already brought her defeated enemy to bear, using it as a makeshift shield as she ran straight at her attacker. The gunfire finished off the bot while Carmen made excellent use of it as a battering ram, slamming the gun pawn into the wall with it.

It pushed back to try and bring its gun to bear but Carmen struck out, her fist crashing across its head with resounding force. Both Black Pawn bodies slumped to the ground, with the gun pawn still trying to fire upon Carmen. Through its damaged screen it watched as Carmen brought her fist down hard, bringing an end to it once and for all.

Pulling herself to her feet she looked around the area, making sure all he enemies were down for the count. She didn't necessarily look happy though at the scene. But she didn't have time to be introspective, instead she walked pass them, grabbing up the blade embedded in the chest of one as she stepped up to the wall.

She slashed at the wall, gouging a 'X' shape into the wall, then she punched at the weakened wall, breaking through to reveal the control console within. The console screen awaited a passcode, something Carmen didn't have. Fortunately her USB interface was more than enough for the situation, bringing out a finger that swiveled around into the hacking tool.

Upon jacking into the wall she quickly went through the console controls and after a couple of moments of interface she managed to clear the okay signal, granting her access.

Within the hidden vault Black Knight was filling a duffle bag with several nanite vials, each aglow with different colors. However her attention was diverted upon hearing the wall pull up. And as she turned she saw Carmen storm inside, blade at the forefront.

"Don't think you can just make a smash and grab and leave like its nothing Black Knight." she said, her grip strong on the black blade, "Not if I can help it."

"Hmph… why are you even working for Providence? You should have enough cognitive functions to realize that they have no real use for you. Do you honestly think they want to help you?" came Black Knight.

"No, I don't." came Carmen, "I can't even really trust them… but, they might not be all that they appear… so I'm willing to follow along with them, for now."

"I was hoping to obtain you and Wright's research in one piece, but you're not so valuable that I'm not willing to cut you down if you get in my way." came Knight.

"You can try." came Carmen, rushing forward.

Knight swung her free hand out, bringing to bear her own blade, a glowing energy sword that erupted from her forearm. She then clashed with Carmen, the two blades grinding against one another.

"You can't beat me." came Knight.

"You think that just because you can build machines from your body you're better than me, a machine?" Carmen snapped back, "I managed to hold my own against Rex."

"No… you can't beat me because…" came Black Knight, pushing back Carmen with a mighty heave, then swinging out to snap Carmen's blade like a toothpick, "I'm better than _ **him**_." Knight replied, grinning wickedly at the shocked look that ran across Carmen's face.

Carmen was torn from her shock though as the energy blade loomed overheard. The gynoid managed to dive away just as the amethyst blade came down, cleaving the ground at the spot she had just been in. Black Knight swung out again, forcing Carmen into a run as she ducked for safety. Fortunately a nearby cabinet took the hit that probably would have lobbed her head off.

In desperation she flung her broken blade at Black Knight who swiped at the useless weapon, knocking it aside. But that momentary distraction allow gave Carmen the time to retaliate with a rising upper cup. Black Knight caught the attack in the chin, a blow that snapped her head back sharply.

A grin of victory appeared on Carmen's face as Black Knight staggered, even looking like she might keel over from the hit. But that smile soon faded when Black Knight slowly pulled forward, a wicked grin of her own adorning her features.

"Not bad." she said, before her other hand erupted into a large mechanical fist, aglow with energy, "My turn."

Carmen tried to backpedal but Black Knight's fist extended along the room length, slamming headlong into the gynoid and propelling her to the other side. She shattered nearby cabinets and slumped down the wall in a heap. Her vision swam, which to her was static bursts appearing in her optical sensors.

"You honestly thought you could take me?" came Black Knight as she leisurely made her way over, "You don't have any of your defensive systems online, you are barely stronger than a normal human and as you can see, I'm far beyond normal."

Carmen tried to stand, but her balance was off, though she craned her neck upward as Black Knight steadied her blade, "I'll try not to damage you too much. Still don't want to miss the chance of retrieving your data."

But then Black Knight heard footsteps and turned only to see a gun pointed at her. Shots rang out toward Knight, who only just managed to block them, though they forced her away from Carmen.

"Stay away from her!" barked Doctor Holiday, pointing a smoking barrel at Black Knight.

Held in her palms was one of the assault rifles held by the Black Pawns, picked up by Holiday as she ran into the room. Holiday zeroed the weapon's sights on Black Knight, her gaze unwavering.

"Holiday…" growled Black Knight, peering at the scientist over her glowing blade, "Why don't you leave now before you regret it."

"Why don't you leave Carmen alone before I put a couple of rounds into you?"

"What do you care about this thing? It's a machine, a puppet. You press a button and give it orders." came Knight, blade held out in front of her, "No matter how much it might imitate a human, all it ever will be is a machine."

Said "machine" was beginning to come out of her daze, slowing looking between Black Knight and Holiday, then laying her eyes upon the broken sword blade.

"You haven't a clue what Carmen really is." came Holiday, narrowing her gaze, "Now back off!"

Black Knight glowered at the scientist, raising her blade to attack, "This is going to be messy."

However before she could launch herself at Holiday, Black Knight she noticed movement at her side. Carmen had leapt up and slash at her with the broken piece of sword. Black Knight managed to avoid the strike bodily, but her duffle bag was cut through and in her scramble to get away a few glowing tubes fell out.

Black Knight tried to grab them up but Holiday opened up, letting loose a stream of bullets that forced the nanite manipulator to create a large glowing fist to block them. And at her side Carmen came to finish things up, broken blade gripped tightly in palm.

With a bellowing "Enough!" Black Knight slammed her fist into the ground, shaking the room and sending debris up into the air. This threw both Holiday and Carmen off balance and Black Knight used their faltering to make a break for it, holding to her torn bag to keep anymore vials from spilling out. Black Knight was already down the hall by the time Holiday turned her rifle on her.

Holiday moved to follow after Black Knight but was quick to realize a more urgent matter, namely Carmen. So she instead ran over to her to help. Looking up Carmen spied Holiday with hand out and the gynoid took it, standing up shakily, still uneasy from her roughhousing with Black Knight.

"Are you okay?"

Carmen nodded, "Yeah, nothing serious." she replied, "… she was more powerful than I realized."

"Yeah. And that's why she needs to be stopped. Can you keep going?"

Carmen nodded once more and after getting a stable footing she followed Holiday out of the room.

But just as they were leaving…

"Thank you… for helping me." came a soft reply from the gynoid.

Holiday turned back to her, noting the soften features upon her face and replied, "No problem." with a bright smile, "I told you I just want to help you."

"Yeah... I see." came Carmen, eyes held low in deep thought.

The moment was brief, but meaningful as the two got back to the business at hand. Meanwhile Black Knight raced down the hallway, clutching tight her bag of vials, doing her level best to keep any more from spilling out. As she reached the main hallway she found scattered remains of the Black Pawns, with the final android skewered into the ground by Six.

"Useless." she muttered, garnering the attention of the ninja and the others.

"Going somewhere?" he said, glaring at her through tinted glasses.

"I don't have time to waste fighting you." she growled, pulling back her sleeve to reveal a small wrist mounted bracelet with buttons on it, "Guess it's time to use that insurance policy of mine."

Upon pressing the button a signal was sent to the Quadruped, which was currently in battle with Rex. Both combatants were haggard. Chunks of he Quadrupeds armor had been bashed and shredded, revealing the servos and circuitry beneath while Rex was battered and bruised. Still he looked ready to continue the fight, but perking up the Quadruped reacted to the coming signal and immediately swiveled its cannons up toward the ceiling.

With a roar it unleashed its payload, firing twin cannon blast upward that detonated across the ceiling, which collapsed in short order, burying it.

A "Take Cover!" could be heard as Six warned of the imminent collapse, a call that prompted all around to scatter lest they be crushed.

The collapsing roof splintered down the hallway, just as the duo of Holiday and Carmen came racing down it. The rumbling threw Holiday off balance and she tripped mid-run.

"Look out!" cried Carmen, yanking at Holiday's collar just as the roof collapsed on them both.

The ceiling soon sported a rather large hole in it, a hole that Black Knight promptly used to make her exit.

"Thanks for everything. I suppose I should leave you all a parting gift. _A permanent parting._ " she said, once more pressing a button on her bracelet.

At that command the Quadruped stirred once more beneath the fallen roof, still operational and well as letting loose an ominous glowing from deep in its chest.

Then a jet pack of sorts appeared on Black Knight's back that released an ionic field that propelled her up and out of the facility.

The debris was slow to clear as the group recovered, more of less unharmed by the collapse. Still Six called out to everyone in concern.

"Everyone okay?"

A moaning Bobo tried to stand and felt himself cringe, "My knee… it's…" he murmured, feeling a piercing pain run though it, "My knee… it's…" he groaned, garnering a look of concern even from JungleCat, "… I think I… skinned it a little." she said, blowing at the scraped knee, "Ow, ow, ow, ow, ow, ow, ow…"

JungleCat growled, angry at Bobo for the theatrics, as well as himself for getting so worked up over it.

Sounds of coughing caught their attention as a large metal gauntlet pushed aside the fallen panels of he roof. It was Rex, who while looking ragged, was unharmed.

"Gotta give Black Knight credit. She sure can bring the house down." he chuckled, coughing up more dust, "Wait… where's Holiday?" he said, realizing he had heard her cry out as the roof came down.

"I'm… I'm okay." they heard, a muffled reply coming from beneath some rubble.

Rex was quick to leap over and scrounge at the wreckage, quickly uncovering Holiday, who was currently underneath Carmen. The gynoid held her arms on either side of Holiday, having used her back to try and hold back the falling debris.

"Thank you." came Holiday, smiling up at Carmen.

"Just… returning the favor." replied Carmen.

The others soon joined as Rex and Sixx helped up Carmen and Holiday respectively.

"Where's Black Knight!?" Holiday asked.

A grim shake of the head punctuated his coming answer, "She got away."

That brought Holiday's expression low. And it lowered even further when a slight rumbling signified the Quadruped rising up once more.

"Stubborn thing! Doesn't know when to call it quits!" barked Rex, calling forth his nanites in order to start the battle anew.

However he noticed something different about the Quadruped, deep in its gullet something was glowing brightly.

"Oh no." came Carmen, face caught in shock, "The core! It's overloading!"

"What!?" came a bewildered Rex.

Carmen was quick to explain, "The Quadruped has a core not unlike mine, though not nearly as advanced. Still if that core goes it could take a good portion of this place with it!"

"Do you know when!?"

"At the rate it's cycling, less than two minutes!"

"Then I gotta take it down before then!" he barked, and with the dreaded deadline set Rex leapt at the Quadruped with blade at the ready.

But even though the mech was melting down it still had a lot of fight in it, swiping at Rex in a crazed frenzy. Rex's blade hacked at it's side, severing one of its machine guns, but the mech spun on its heel, hip checking the boy away. He moaned as he recovered, looking up to see a shadow looming above. Diving away a moment later Rex avoided a powerful tackle as the mech slammed into the wall, causing more of the ceiling to come down as it shook the hallway.

Rex's Slam Cannon came out next, scooping up the fallen debris and launching it at the Quadruped to pummel it. However the beast retaliated with gunfire of its own, firing off a cannon shot that decimated his Slam Cannon.

An attempt to subdue the mech with his Blaster Caster was also met with less than desirable results. Even though Rex managed to wrangle the mech around the collar and send several thousand volts of energy rippling through it the Quadruped fought through the shocks to grab hold of the metallic tendril. With a jerking motion Rex was whipped into the nearby wall, slamming hard against it, shattering the dynamo on his back as the rest of the build fell apart.

"Argh! There's no way I'll beat this thing in time!" barked Rex, pulling himself back to his feet, "I can't even shut the stupid thing down because of that barrier."

"You might not be able to shut it off, but I might." came Carmen, running alongside Rex.

"How so?"

"My USB interface." she replied, "There's a port just on the back of the "neck" of the Quadruped for emergency computer calibrations. If I can interface with it I can shut it off… I think." she said, looking as the creature rose to its feet once more, "But I don't think I'll make it too its neck on my own."

"Then hang on tight." came Rex, grabbing Carmen up before his feet exploded into large metal boots, though he felt a slightly lag as Carmen wrapped her arm around his neck, "Wow, you're heavier than I thought."

"I'm not that heavy! I'm barely even half a ton!" she cried out.

With a mighty grunt Rex leapt up, sailing through the air toward the Quadruped. The beast swiped out once more, but just as the claw came Rex's way he pulled back his Punk Busters, so that the attack swung just under him. The two kept going, landing on the mech's head and rolling onto its back in a haphazard manner.

The mech thrashed about wildly as the two hung one for all they were worth; Rex using his Smack Hands to wrap around the mech's neck to try and control it.

Carmen pulled herself to a section of the mech, just behind the rotating turret "head" of the beast and pulled at a panel. Pulling free the metal cover revealed a drive port, just the right size for Carmen, who brought her finger to the port, revealing her USB interface.

"Do you really think this is going to work?" came a struggling Rex.

Carmen shrugged, "Almost definitely not." she replied, but placed her finger into the port anyway, "But it's not like we have much of a choice." she said, as her internal systems went to work.

The glowing core of the Quadruped sparked out wildly, the energies within mere moments from exploding out. A great cry from the mech issued forth, but before the core could meltdown a bright light shined in the eyes of Carmen as she pushed through the mech's firewall and communicated directly with is control drive.

The coming roar shook the foundations of the research facility, causing all around to step back in abject terror. But fortunately no explosion came, for just moments before detonation the beast's movements began to falter and it slowly dipped down.

"Good boy… good boy, relax. It's okay, let's just shut off that overloading sequence shall we?" came Carmen, as the mech's struggles began to wane.

As did the bright light of its core.

"Is is done?" Rex asked.

He got a nod from Carmen, "Yep. Just had to give it some new commands to follow. _Mine._ "

With body powering down the mech crouched down and Rex slowly released his grip around its neck, with Carmen disengaging herself from its interface panel.

"Fortunately this is only the prototype so its defense software is easily navigable." replied Carmen, as she and Rex hopped down from its neck, "I was able to bring it completely under control before the core when critical. Isn't that right boy?" she said, bringing hand to the mech.

In response it knelt down toward her as she brushed her finger tips along its metallic snout.

"So what, now it's yours?" Rex ask.

"More or less. It'll listen to my commands anyway." she replied.

"Can we go home now?" asked Bobo, he and the others slowly converging on Rex, Carmen, and the Quadruped.

* * *

"So how did you like your first day as an official Providence Special Agent?" asked Holiday after the group returned to Providence base, meeting in the Tower.

"Well, after being shot at and knocked around like a rag doll for most of it I can't say it was one of my better days." came Carmen, "But then again I can't say it was boring."

"Or as I like to call it, a Tuesday." came Rex, "Welcome to our world."

"Yay…" she muttered.

"So Black Knight escaped, _again_." they heard the voice of White Knight say upon a view screen.

"Hey, kinda preoccupied with stopping the mech." came Rex, "She did try to blow us up after all."

"Which Carmen managed to stop. If she hadn't been with us things could have been far worse." replied Holiday, sending White a not so subtle message.

"Alright, alright. She's proved that she can be an asset to Providence." came Knight, giving an exasperated sigh, "As long as she does that she has a place here."

"Well, I guess that works for me Albino Buddy." came Carmen, "Also… I suppose you were right about Black Knight. Without my defensive systems… I didn't stand a _chance_ against her."

"Hopefully in time that can change and we can unlock all your abilities." replied Holiday, smiling as Carmen nodded in agreement, "As well as learn more about you."

"I suppose there's nothing wrong with that." Carmen replied, "And you guys are pretty interesting yourselves."

"Then welcome to the team." came a smirking Rex, bringing up a gloved hand.

Carmen took hold of it with a smirk of her own, clasping it tightly. The others felt a similar good vibe from the arrangement, save for White Knight who moaned out a "Great, there's two of them now." before his picture went dark.

"He'll come around eventually." replied Holiday.

"Maybe, though the Quadruped was easier to convince." replied Carmen.

"You sure it was a good idea to leave it at the research lab?" asked JungleCat, "What if Black Knight returns and gains control of it?"

"Don't worry." relied Carmen, "I completely erased her order protocols from the Quadruped and replaced them with my own. So without directly interfacing with it there's no way she can gain back control." she said with a confident nod, "Besides, now with the Quadruped acting as guard dog Caesar and the other scientists won't have to worry about any more attacks."

Caesar had been generally intrigued by the stationing of the Quadruped at the facility, considering its A.I. programming. And to be honest he always liked dogs so it was a win-win for him.

"Works for me." came Rex, "At least as long as I don't have to fight that thing anymore."

"Thank you Carmen, you really pulled through today." replied Holiday.

"Thanks." she replied, a smile flitting across her face, "I don't know where I'm going to go from her, but I'm glad I have a place to start."

"Then why don't we start with a tour of the base." came Rex, "Gonna have to familiarize yourself with everything."

"And you'll volunteer?"

"Baby, I know every square inch of this place." came Rex, motioning her over to the exit.

After leaving he brought her over to a nearby door, "For instance I know that this is a weapons storage closet." he said, placing a hand upon a panel and opening the door to reveal…

A very irate simian who had been trying to do his "business" in peace.

"Ocupado!" barked Bobo, slamming the door back closed.

A sheepish chuckle flowed from Rex's lips as he caught the knowing look from Carmen, "They're always changing things around in this base." he replied lamely.

"Thanks Rex. Now I know what door _not_ to open up randomly." she chuckled, shaking her head.

"That's why it's good to have a tour." he said, and continued on, trying to save face as Carmen continued to chuckle behind him.

"Things are going to get… interesting, aren't they?" asked Six as Rex and Carmen disappeared down the hallway.

"No doubt about that Six." replied Holiday, "And I can't wait."

* * *

Carmen Wright isn't my creation but that of **WickedCurlyFeather** on Deviantart art. You can find the specific picture this story is based on by typing in "Carmen Wright."

I had always planned on making a Generator Rex story but couldn't really find anything that made it worthwhile, then when I saw this idea I couldn't help but use it. But remember this is not my creation and I'm not laying any claim to it. I'm just using it to develop an original storyline.

Let me know how how the flow of the story feels. I've already got the basic format down but I'm always up to change things and feedback is important. But most importantly enjoy.


	2. Going Rogue

Generator Rex Revolution

Episode Two

"Going Rogue"

Far off in the outskirts of the city, settled between several large plateaus, lay a massive facility, known as the Defector Regionals, a testing facility for new-age militaristic weapons.

Near the rear of the massive facility lay a large dome stadium building, where the most dangerous new weapons were tested within the safety of its thick walls.

Within the enclosed environment of grass and soil a rumbling echoed through the field as several heavily armed tanks drudged through the dirt toward the middle of the field. Near a hanger like area some ways away a large military truck rolled in, it's open top covered by a large tarp.

Going around in reverse the truck rolled across the field for a time until it was several yards away from the tanks. Coming to a stop the back of the truck began to rise, gears rotating within causing it to lean upward.

Several men scrambled from the sides of the truck, decked out in construction uniforms or the like; engineers for the weapon that they revealed as the pulled the tarp from the rising back of the truck.

Set in brackets was a large figure, body encased by oversized clamps with several cables snaking alongside.

"Release it." called one of the supervising workers at the site.

At his call, several engineers disengaged the cables holding the large figure in place, soon freeing it from its bindings. Leaping away from the truck the engineers made a wide berth for the figure as it pulled itself from its rigging.

The truck lurched to-and-fro from the figure's weight as it stepped down, the truck inevitably popping back up as the figure touched down, it's phenomenal weight pressing down into the soil.

Free from the constraints of the vehicle the figure stood at its full height, overshadowing all around it. Standing at something of 10 feet or so the figure appeared human, though the heavy machinery enclosing its body was a dead giveaway that it was anything but.

Although it's overall bulky frame was more attributed to the added weapons and defensive systems, so despite its heavy look its body was more streamline in design.

"Finally, we've got the CA1-2M-04N up and running." replied the overseer, "Months of programming and tinkering… it's time to see the fruits of our labor." he said as the figure, apparently an android, stepping forward.

The android sported a very "heavy military" feel to its design, a desert cameo coloring of different shades. And while humanoid in general design, the large plates of armor that hung off its sides gave it a somewhat blocky, more robotic look. It's joints and waistline were connected by servos and pistons, meant to stabilize and hold the weight of the android. Atop its head the android sported a large angular "helmet" with a sweeping sensory panel that cascaded across the top.

"Run the diagnostics program and engage defensive array." replied the head engineer, too which another engineer brought up a display on a laptop from a backpack on his back.

The display showcased all the android's systems, from its main power source to its movement mechanics, sensory array, as well as the android's weapon systems. Atop the android's forearms sat two heavy gauntlets, the one on the right containing two modified M85 heavy machine guns tucked away in an armored housing that resembled something of a wide shield. Meanwhile on the left gauntlet there sat a 3in piston powered pile bunker of a reinforced steel alloy housed in a powerful ignition system. On either side of its waist the android held two miniature rocket pods while on the android's back it sported a large barreled gun, the android's main weapons, a 60in barreled long range anti-tank rifle.

"Commence with the exercise." came the supervisor, attention now on the android, "Destroy your targets CA1-2M04N: Code Name… Land Spartan."

The android, the _Land Spartan,_ stepped forward into the combat zone. While it did so the panel atop its head swirled open to reveal its sensory array, giving its helmet a strong resemblance to its namesake. Meanwhile the supervisor and engineers had already taken refuge within a bunker, to view the test from relative safety.

Mechanisms in the android's ankles released pair of treads from the back of either leg, caterpillar treads that hooked into a locomotive function in the android's feet. Dirt and dust shot up as the treads kicked in, propelling the android at a swift speed toward it's antagonistic objectives.

The cannons of one of the tanks swiveled around until it zeroed in on the Spartan. Then with a flash and a bang a shot roared out of the cannon, closing the distance to the android in a split second. And just as the shot aimed to blow the Spartan's head clean off a quick movement saved it, the machine dodging to the side as the cannon shot whizzed by it, impacting the ground some ways away.

Another powerful shot rang out from the tank, but another quick movement from the Spartan let it dodge around as it closed the distance, bringing up its arms. Unlocking from its gauntlet the heavy machine guns swung open, where the Spartan took hold of a grip for stabilization. Taking aim, the android let loose with a hail of gunfire that battered the armor plating of the closet tank. None of the shots punctured the heavy hide of the tank, though massive dings ran across its armored body.

The tank turret swiveled wildly about, trying to lock onto its attacker but the Spartan ducked down low, letting the shot whizzed just over its head before pelleting the tank with more machine gun fire. And at that range the bullets managed to pierce the enemy armor, though the bullets did little more than disable its turret.

With apt movements though the Spartan managed to monkey its way atop the tank, using the damaged turret as a means of pulling itself up and over. Then raising its other fist high, the gauntlet in the left hand unfurled to reveal the pile bunker, which shot back with a sharp hiss.

Exerting full force, the android slammed down its fist, into the top of the tank's cockpit, the pile bunker going off like a gunshot itself as the metal rod pierced the tank's plating, quickly demolishing its inner workings.

The second of the three tanks swerved its main cannon at the android, aiming to blast it off but the Spartan was a hair quicker, swiveling its main gun on its attacker and letting loose with a double shot. The anti-tank bullets pierced the metal body of the tank, devastating the tank's battery and onboard computer.

Turning its attention, the Spartan already found itself within the sights of the third tank, range in the favor of it. Something it took advantage off by firing is main cannon at the Spartan. Fortunately, a last second roll saved the Spartan from destruction as the tank shot ripped through its downed ally.

With treads ripped through the earth the Spartan sped forward, unleashing from its sides a payload of miniature rockets that, despite their compact size, packed a decent punch as the explosives pelted the tank and the nearby area around it.

A charred and battered tank emerged from the settling dust, followed by a steel rod tearing through. The pile bunker armament once again made its point as it ripped through metal and wires to end the tank once and for all.

Within the bunker a chorus of cheers erupted forth from the assembled staff.

"Now _that_ was a successful test run!" came the supervisor, "I think we're ready to present the re-design to the board for final approval." he said before turning to one of the engineers, "Recall the Spartan so we can make some last minute fine tuning before we take it to the main office."

He got a nod in return as the engineer flipped open his laptop to type in the commands that would shut-down the Land Spartan. However, upon inputting the codes a strange error message appeared on screen, a warning accompanied by flashing lights and sharp beeping.

"What's going on?"

"I don't know, I… all my shutdown commands are being… _rejected!?_ " came the engineer, fingers furiously typing on the keyboard, "It won't accept any of my commands… no, it's… it's somehow inputting its _own_ commands!"

"That's impossible! Unless… it's A.I. programming is superseding the command interface." came the supervisor, the horror of the realization etched on his face, "Activate the failsafe program!"

"No use!" came the engineer through the flurry of key taps, "I've been locked out! We've been hacked!"

" _But how!? Who!?_ "

"I don't know!? But I can't get the failsafe to activate!"

"The Spartan is leaving the test site!" barked another engineer, turning attention to the far wall of the facility.

With treads tearing through dirt the Spartan sped across the field until it reached the far end, where it's large main cannon swiveled ahead. A powerful shot rang out, scoring a mighty hit against the wall on the far end. Then pulling up its shield the Spartan slammed bodily into the wall, caving it in.

From the plume of dust and smoke the Spartan leapt out, grinding across the layout of Defector Regionals. By the time the supervisor and engineers could get on the phone about the malfunction android the Spartan had already tore out through the gates of the facility, leaving some very stunned patrolmen in its wake.

* * *

Shining high in the mid-morning day the sun beat heavily across the barren landscape in between the crevice of two small ridges. Through that ridge ran a person, a very special person, that of a certain Carmen Wright, a combat android. Bound in her hands was a white assault rifle, a rifle she leveled to firing position as she ran through the dusty expanse.

Just as she bounded over a nearby boulder a small little machine popped up from around another outcrop, a surveillance drone of sorts. The drone's optics locked onto her and immediately did it open fire on her. Carmen was a hair quicker and rounded around the stream of bullets before unloading with her rifle before the drone could gun her down.

Bullets bounced off the metallic hide of the drone, shredding it in short order and sending it on a doomed smoky spiral to crash into the desert ground. The drone shattered on impact but in little time did another pop up to take its place. Fortunately, Carmen was just as fast on the trigger on this one as she was on the first and with but a small burst of bullets another shredded drone fell to pieces.

A new drone took its place, this time one with treads that raced across the ground, kicking up dust in its trek. Bullets flew out but Carmen had already taken refuge behind the rock outcrop, waiting until the drone made its pass before retaliating, her bullets punching into it as is drove along. After a few shots it exploded, scattering to pieces across the ground.

With her enemies disabled she ran along further down the crevice. In little time, she was assailed by two robotic creations, boxy looking robots that hovered in the air due to anti-gravity engines with pincer arms that snapped at her at her approach. They rushed her as one, the first swinging out with a claw which she promptly dodged while the second tried to grab her up in a vice grip, only to have her duck down and slide underneath to avoid it.

Coming to a stop she whipped the assault rifle around and opened fire, landing a successful stream of bullets alongside the robot's side before it brought and arm up to defend. The other robot swiped out to stop her, but a quick roll saved her before she lit it up as well, bullets punctuating its defending arm.

A second roll got her into a prime position for return fire, Carmen riddling it with bullets until it finally keeled over in defeat. The second one, slightly damaged brought an arm down to smash and was racked with bullet for a time, until she unfortunately ran out of ammo. And to her dismay the robot was still operational. That didn't stop her however as she heaved the useless weapon at the robot, though it smacked it away with ease. However, this was just a distraction for Carmen and leapt up and slammed her fist into the robot's visual sensor, sending it spinning away in static daze.

Landing a few more blows on it Carmen eventually knocked it onto its back as it visual feed cut completely. With a nod of satisfaction on her face Carmen turned to see a Providence assault carrier wheel its way up to her. From it came a half-dozen armed Providence agents with rifles squared on her. She took a defensive posture at the weaponry leveled at her and almost wished she hadn't thrown away her own rifle, even though it out of ammo. She would have at least felt a bit more comfortable in her situation. However, before anything could transpire a new figure walked up ahead of the group.

With dark glasses shining in the bright sun and a well-tailored suit hanging off his frame, the Providence Agent known as Six assessed the gynoid with an unreadable expression.

"You guys sure are fast." came Carmen, "Barely had time to bask in my victory."

"We try to be. And you aren't bad yourself." came Six.

"Thank you, thank you. I try to excel." she replied, "But what now? Are you going to keep that hardware pointed at me?"

There was a silent standoff between Six and Carmen and the Providence agents with no clear indication of their coming actions. However, things soon settled down when a hand came up, Six calling to the agents to stand down. At his orders they holstered their weapons, no longer holding Carmen at gunpoint.

"Do you always come out guns cocked during training exercises or am I the exception?" Carmen asked.

Six didn't reply immediately, instead turning on a heel and heading back toward the armored carrier. The Providence agents followed suit and with a head shake so did Carmen.

"I don't see a reason too." he said, ushering her inside.

The short drive through the desert ended as the group arrived at Providence base, parking in the lower garage. The Providence agents each filed out with rifle in hand. Six and Carmen filed out afterward with Carmen trailing behind Six, the ninja agent slowly making his way off the assault carrier and toward the elevator. Carmen kept a calm demeanor about herself as well, though her eyes scanned the assembled Providence agent, taking note of their… collective stare despite the masks.

The short drive to the main base was of similar happenstance, the Providence agents watched with diligence as Six and Carmen strolled out of the armored carrier. At least until another wave from Six dispersed their numbers.

"Until next time boys." replied a smiling Carmen.

They continued in their silent departure, not so much as turning back to her as they disappeared around adjacent hallways.

"Always a joy talking to them." Carmen mentioned.

"Come on, there's a meeting." replied Six motioning down a nearby hall.

With a nod Carmen followed, trailing Six by several steps.

"Is this a thing I'll have to put up with?" she asked during the trek, "I thought being a special agent gave me perks?"

"They're only following orders." replied Six, "You yourself aren't very trusting of Providence despite arrangements."

"For good reason. You're not exactly different than the last government agency I was a part of." came Carmen, "But I'm not so stubborn that I won't take an opportunity when it's presented. Still…" she began with a huff, "You guys could be a little more cordial to a guest."

"Maybe… give it time." he replied.

Despite not having actual lungs Carmen snorted at the gesture as she followed along after him. Their short jaunt down the winding corridors brought them to the command center, alive with activity. While many agents were busy aside computer consoles studying various readouts, several scientists, Holiday among them, were focused on something else.

"Oh Carmen, you're here." came Holiday, greeting the gynoid with a comforting smile, "How'd your exercise go?"

"I might not have my systems at peak efficiency but I'm no slouch." Carmen replied, "Gonna have to give me something that actually makes me sweat a bit in the future Doc… if I could sweat anyway." she said, just as a view screen popped on.

"Well then, since you're feeling so confident you won't mind going on your first field assignment." came the voice of White Knight.

"Wow, actually letting me out of my pen now Chalk Commando? Whatever did I do to win your trust?" she asked.

"Nothing." he replied pointedly, "However there are reports of a disturbance I feel is right up your alley." he said.

"Really now, and what would this disturbance be?" she asked

"Around 27 minutes ago there was a reported attack at a weapons testing facility, Defector Regionals."

"I… know that place. They designed several weapons for the Renegade Project." replied Carmen, "In fact, a few of my own defensive systems were initially based on their tech."

"Well based on the report they were more involved with the Renegade Project than just being its weapon manufactures." replied Knight, before a new view screen popped up, showing a split screen.

One side showed Defector Regionals while the other showed a picture of the…

"Land Spartan!" came Carmen, "No way! Never thought I'd see that guy again."

"You two close? He a cousin or something?" asked Rex.

An actually chuckle came from the gynoid at the prose, "Something like that. Like I said some of my defensive systems were taken from schematics from Defector Regionals, but more importantly I've fought the CA1-2M-04N before."

"Really?"

"Yeah." nodded Carmen, "Although it was before the memory transfer when I was still just a puppet. It was a mock test to determine the limitations of a CA1 and CA4 during the latter stages of the Renegade project."

"And you remember that?"

"I might not have had a personality back then but I was still a functioning A.I. with memory." she replied, "Although it's weird sometimes to remember things you never actually experienced personally."

"Trust me, I sorta understand where you're coming from." he said, thinking back to his recent memory recovery, "Huh… how'd you do? Against it?" asked Rex.

"Let's just say even without my stunning personality leading the way I took the CA1-2M-04N back to the drawing board." she smirked, though it was somewhat wry in nature, "Although that _was_ when I had all my systems online."

"Even so, hopefully your previous experience with the android can prove useful." replied Knight.

"Maybe. The weapons systems are essentially the same." she replied, looking over the initial picture of the Land Spartan, "Gonna depend on whether they upgraded its internal systems much."

"Regardless, this warrants enough of a concern that I'm sending out agents, including you and Rex." replied Knight.

"I'm surprised you're so willing to let me off my leash so soon." replied Carmen.

"I'm not one to hold back resources if I believe they'll be beneficial." replied Knight, "Besides there is no way I'm leaving you here in the base without supervision."

"I'm not sure if I should be more insulted that you think I can't control myself or that I need a babysitter." came Carmen.

"More the latter." he replied.

"And who's the babysitter may I ask?"

White Knight's eyes veered over to Carmen's left, where Rex stood.

" _Me?_ " came Rex, "Isn't that supposed to be Six's job?"

"I wouldn't be so cruel as to give him double duty."

A double "Hey!" came from the two empowered teens.

"The Key will be prepped for takeoff soon, gear up and get ready to head out." he replied, before his picture faded.

"He sure doesn't mince words." muttered Carmen.

"Do I seriously have to keep an eye on her?" Rex asked.

"I don't need someone looking over my shoulder." came Carmen, "Defensive systems or not I'm more than capable of taking care of myself.

"Think of it as more of a partnership." replied Holiday, "You know, _working together._ "

Both teens grunted, not really liking the pseudo-arrangement thrusted upon them, but a word of Six quelled the dispute, "We don't have time to waste. Time to move."

They shared a disgruntle look but obeyed the command all the same, rushing out toward the hanger bay.

* * *

Minutes later the Key was hurriedly moving across the sky, high above a lightly forested mountain pass. Within the Key Providence Agents, Six, Rex, Carmen, and the Key's commander Captain Calan were in discussion as the Key moved into range of the Land Spartan.

"We've been tracking the movement of the CA1-2M-04N for the past thirteen minutes and we've found a suitable intercept point at this small canyon." replied Calan, referring to a geological map of the area which highlighted the rocky impasse, "We'll send down a platoon of agents to intercept soon."

"What's the Spartan done since it escaped Defector Regionals?" asked Carmen.

"To be honest, nothing much." replied Calan, "It's just traveled down the mountain road. True, there isn't much out there, save for some farmlands, but it hasn't gone out of its way to attack anything or anyone."

"Which means it may be moving with purpose and hasn't simply gone berserk." replied Six.

"Wouldn't have any idea what that purpose is?" came Calan.

"Not a clue, but if it does have a mission of sorts then I don't think starting a fire fight with the Spartan is the best move." replied Carmen, "The CA1-2M-04N is a reactionary type of droid; it was made more in line with base defense rather than attack, so it won't open fire so long as there's no immediate threat to it."

"Are you sure?" asked Calan.

Carmen took thought to that, "Well, it has been a while since I last saw it, but if it's creators kept with that basic understanding, and based upon its weaponry they might have, it's safe to assume that the programming hasn't changed much."

"Alright we'll operate under that notion and set up a blockade in the road. If we're lucky Rex should be able to shut the mech down without a battle ensuing." replied Six.

"That thing isn't like the Quadruped, is it?" Rex asked, "Bubble-wrapped?

Carmen shrugged, "It didn't have a polymer shell coating when I fought it, but then again that was a while ago." she said, "We'll just have to hope that any upgrades it has are negligible."

"Alright then, let's get moving." came Calan.

In little time, the Key reached the small canyon road and placed within it a plethora of Providence military hardware. Several Providence assault vehicles lining the road, acting as a wall to block passage. Behind them were a few Providence agents atop stealth cycles and in the air, were two jump jets with weapons primed. The rest of the assembled platoon were stationed on the sides of the large assault vehicles, checking their weaponry, as was Carmen.

She was similarly decked out in Providence gear, the weapons in any case, holding a standard issued rifle in hand, as well as a stun club hanging off a belt at her side. The belt also contained several clips of ammo, for both the bullets of the rifle and that added grenade launcher attachment. Strapped to her back was a long black katana, a weapon _imported_ from her fights with the Black Pawns.

"Got enough gear there?" asked Rex.

"Well unlike you I can't make weapons sprout from by body, at least not yet." came Carmen, "Need everything I can get my hands on."

"Don't worry too much about that. You probably won't even get a chance to use any of that. I'll have that thing shut down in half a second." came Rex, flexing his fingers and nanites.

"Don't underestimate the Land Spartan. I might have taken it to town but it wasn't an easy fight." replied Carmen, "In a lot of way it's more of a problem than the Quadruped."

"No way." came Rex, "Sure Mr. Rogue Android is big, but the Quadruped was like three times that and with bigger guns."

"The Quadruped was little more than a wild animal with weapons attached. But the Spartan is in a whole other category. It might not be as powerful, but it's a heck of a lot smarter. So, swinging a bunch of oversized weapons at it can actually work against you against it." came Carmen.

"Is that a crack at me and my builds?" asked Rex.

"That'd only be a crack if they were that much of a threat."

Rex sneered, "Oh, I can show you how much of a threat they…"

"Get ready, it's coming." came Six, directing everyone's attention to the top of the hill some ways down the road.

Sure enough, peaking up from the hill's edge was the Land Spartan, having foregone its treads when it noticed Providence within the canyon.

Upon witnessing the full form of the android, the collected Providence agents primed their weapons and took aim, keeping a calm demeanor despite the situation.

"Rex, you're up first. Do not engage until it shows itself a threat, then take it down." came Six.

"Let me face it." came Carmen, stepping alongside, "The Spartan and I were built for the Renegade Project and I did defeat it once. It might recognize me as the superior android and stand down on its own."

"Are you certain of that?"

"No. But the less fighting we do the better. Might even give Rex the opening he needs."

Six nodded, seeing the logic in that, "Alright, but be careful."

"Why Six, I didn't know you cared?" chuckled Carmen as she moved ahead of the group.

"Are you sure this is a good idea Six?" asked Rex when Carmen was out of ear range, "Letting those two meet up?"

"Not really." came Six, "But she's right. We don't know the capabilities of the Spartan so we want to avoid a confrontation if we can."

"Please, even without shutting it down I could take that thing easy. Ain't nothing like an Evo." came Rex, "Now _they_ are scary."

The heavy footsteps of the Spartan punctuated its entry into the canyon while Carmen's steps stopped about 30 feet away from the rest of Providence. In little time did the Spartan make its way over to the much smaller android, stopping but a few feet away from Carmen.

The blonde gynoid stared up at the large bot, holding a look of serene peace… though on the inside she was nervous.

" _Hopefully I can play this cool enough and it'll just give up._ " she thought before she spoke, "Confirmation of Renegade Unit: CA1-2M-04N "Land Spartan". Is confirmation accurate?"

" **Indeed. Confirmation is accurate. This unit designated as CA1-2M-04N "Land Spartan". Confirmation of Renegade Unit: CA4-6M-09N. Is confirmation accurate?** " replied the Spartan.

Carmen nodded, "Confirmation is accurate. This unit is designated as CA4-6N-09N "Carmen Wright"." she replied.

" **Recognizing unit sub-name.** _ **Carmen Wright.**_ " it added.

"Well I'm glad we can be personable about this." she replied, "Alright Land Spartan, this is an order of stand down from a unit of the CA4 Series. Do you recognize unit hierarchy status?"

" **Confirmed. Unit hierarchy recognized and inputted.** "

"Good, then stand down."

" **However, this unit cannot abide by hierarchy as current mission supersedes it.** " it said, " **Request for stand down is thus denied.** "

" _Great._ " thought a tense Carmen, "Fine. State mission parameters as well as who issued them."

" **Mission data as well as mission handler are classified information.** "

"Then I use unit hierarchy to declassify them."

" **Based upon orders from mission handler I have been instructed to ignore any requests based on unit hierarchy that directly interfere with this unit's mission or the one who assigned the mission.** " replied the Spartan.

"Seriously?" she muttered, growing irate, "Alright, is there _anything_ related to the mission that you can tell me about?"

"… **this unit has been instructed to not bring any egregious harm to** **CA4-6M-09N in case of confrontation with said unit.** "

"Wait… you were ordered to not attack me if we meet up? Then who…"

" **That statement is incorrect. Mission parameters forbade** _ **egregious harm**_ **to CA4-6M-09N. However, if said unit directly interferes with current mission this unit has been ordered to incapacitate as needed.** "

Carmen didn't exactly like the sound of that but she had more pressing matters, "Listen Land Spartan. Those human soldiers back there have orders to take you down if they must. I'd rather not have a shootout. You _have_ to tell me who gave you these orders… and why they believed we'd meet up while you were fulfilling them."

" **As stated, I cannot divulge mission details or mission handler."** replied the Land Spartan, **"And as an addendum, if anyone should interfere with current mission I am to incapacitate them… by any means necessary.** " it said.

"Wait! You can't just go!"

" **Proceeding with mission.** " it said, walking past Carmen despite her protests, " **For you own future functionality it would be prudent that you do not interfere with this unit's mission,** _ **Carmen Wright**_ **.** "

Over near the Providence barricade the agents watched as the Land Spartan stomped forward.

"Looks like negotiations have fallen apart." came Rex, flexing his fingers, "Guess it's time for me to shine."

"Be careful Rex." came Six, "Carmen couldn't talk it down so it may act hostile to someone it doesn't recognize."

"Don't worry Six." came Rex, loosening himself out, "I'll take this thing down without even laying a finger on it."

As Rex strolled over to the coming Land Spartan he could hear Carmen's continued pleas fall on deaf ears. She truly didn't want to start a fight between Providence and the Land Spartan. However, she took noticed of Rex closing in and cursed.

"Rex _stay back._ If you start swinging the Spartan will engage its defense routines and then things will really get ugly!" she said.

Rex rolled his eyes, "I've dealt with ugly, and I'm sure I can handle anything this hunk of junk can throw at me. But trust me, it won't even get a chance to fire one bullet." he said before slapping his hand on the ground nearby, "Time to shut you down big guy!" he said, his nanites racing from palm to pavement and toward the Land Spartan.

Seeing the coming wave Carmen jumped aside, letting the nanites travel unperturbed toward the Land Spartan, where they immediately began their infiltration of the android's body. However, before the nanites could reach the unit's central processing the Spartan suddenly lurched forward and then the invading nanites were expelled rather violently.

"What the? Why didn't that work?" came a flustered Rex.

"… it must be an… electromagnetic barrier." came Carmen, "Designed to repel nanites should the core be contaminated with them."

"T-Thanks for the heads up there." Rex muttered.

" **Confirmation of nanite manipulating Evo unit "Rex Salazar" confirmed.** " replied the Land Spartan as it analyzed Rex, " **Threat level… manageable.** "

"Wait? That's it? _Manageable?_ " Rex sputtered, "Oh, I will show you _manageable!_ " he barked, bringing forth his Smack Hands, "Let's see you _manage_ this!"

With metal hands clenched tightly Rex leapt at his android adversary, fist cocked back for action. Carmen tried to yell out a last-minute warning to stop him but Rex had already thrown his fist forward… a fist that was handily caught in palm by the Land Spartan.

By the time Rex realized his punch had ben stop he had already been pulled off balance, making it a simple matter for the Land Spartan to fling Rex across its shoulder and some ways down the canyon. Rex's cry of surprise was then unceremoniously cut off when he hit pavement, _hard_.

Then without so much as giving Rex a passing backwards glance the Land Spartan continued toward the blockade.

"Alright soldiers, our turn! _Open fire!_ " barked Calan, letting loose with his rifle.

The other agents followed suit; a hail of gunfire soon pelleting the metal hide of the Spartan. Though for the most part the bullets bounced off the metal body of the Land Spartan harmlessly. That didn't stop it however from putting up its arm to defend its head and sensor array. In time, the agents pulled back to reload, a lull that gave the Spartan ample time to bring up its left arm, the one containing the heavy machine guns, now free to point forward at the assembled militia. Captain Calan belted out an order of "Take Cover!", warning the group just in time for them to dive for safety as the heavy machine guns of the Spartan opened fire. And unfortunately, the armored cars in the street didn't hold up very well. The powerful ballistic weapon shredded the forward assault vehicles, riddling them with bullet holes as it tore through the inner workings of the vehicles.

Fortunately, the armor was enough to save the Providence agents from certain doom, but the shower of bullets from the Spartan kept them pinned.

"You okay?" came Carmen as she ran up to Rex some ways away from the gun exchange down the road.

"I'm fine." he grunted, rubbing his head, "Thing just… took me by surprise is all. Didn't know it had that kind of defense against my nanites."

"I told you not to underestimate the Spartan." came Carmen, "And I told you those oversized weapons of yours would work against you."

Leveling a glare at the gynoid Rex growled as he pulled himself to his feet, "Hey, my nanites might not be able to _shut it down_. But they'll be more than enough to _take it down._ " he growled, his nanites powering up in his legs, "And I'll show you!" he barked, lifting into the air from assistance from his oversized metallic boots, his Punk Busters.

With a leap that had him soaring high Rex released another build from his body, a massive sharpened blade. As gravity inevitably took hold of him he threw his full weight into a mighty swing as he fell upon the Spartan.

However, the Spartan was ready, bringing its arm up to defend just the blade crashed down. The heavy blade met heavy shield with the Land Spartan getting the better end the exchange, its size playing to its advantage. Rex felt the greater force bear down on him as each second passed, but it wasn't just raw strength that had Rex faltering; no matter how he moved about to get a better angle the Land Spartan matched him, making darn sure that Rex couldn't gain a good footing.

Rex eventually lost that footing as the Spartan pressed down on him, and with a decisive shove Rex fell to a knee.

Slow to recover, Rex's incertitude cost him as the Spartan had ample time to return the favor. It swung out at him, fist coming in fast, leaving him no room to dodge. He did his best to defend, his sword taking the brunt the blow and breaking apart under the punch. The rest of Rex was sent hurtling back down the street, a rough landing that ended with him sliding up to the feet of another android.

"You sure are proving his threat analysis right." replied Carmen as she smirked down at him.

He sneered once more, especially so when she held out a hand to help him up. Rex swiped it aside, a move she didn't take kindly to, and pulled himself back to his feet once more.

"I can handle this." he said, once more bringing his nanites to bear, "I'll get it this time!"

From both his arms came massive nun chucks, humorously dubbed the Funchucks, that glowed with vibrant energy. Then with but a gesture he set them into a spin, both weapons whirling at wind milling speeds and ran back toward the battlefield.

Providence agents were swept aside with frightening ease as the Spartan fought through their ranks, though its advanced was stalled by Captain Calan and Six, the latter leaping over aside from the Spartan's gunfire to slash at it with his blades.

The Spartan promptly blocked the attack but Six's sword managed to cut through the heavy armor of its gauntlet, eliciting a counter attack from the Spartan in the form of a rocket barrage. Six and Calan dove behind down assault vehicles as rockets pounded the area, though fortunately they managed to avoid the worst of the assault. In that moment though the Spartan took notice of a yell, that being Rex in a full out charge toward it with Funchucks spinning.

Swinging forward Rex smashed the two glowing weapons together, their concussive force generating an azure wave of energy that slammed headlong into the Spartan, blowing it clean off its feet.

The blast sent it into a gaggle of assault vehicles, toppling one as it slammed into the side of it. The Spartan was quick to recover from the blow but it grew cautious as it analyzed Rex and his build.

"Come on big guy, I got more where that came from!" came Rex, his weapons a blur once more, "Thrill me!"

At Rex's side Six and Calan stood ready. The Spartan in questioned unleashed another payload of rockets that zeroed in on their Evo target, but were intercepted in a blur of spinning light. The rockers were caught up in the cylindric force generated by the spinning Funchucks before redirected back at the Spartan. The android retaliated quickly enough however, grabbing hold of a nearby bike and heaving it up and over towards the rockets on their return trip.

The bike went up in flames as the blast flashed overhead, forcing those nearby to shield themselves from the wave of heat released.

"Alright, time to knock this overgrown wind-up toy on its metal backside!" barked Rex, swinging out to twirl his chucks.

Rex came in hard and fast, pushing the Spartan back with each powerful blow until its back was against one of the assault vehicles, barring its retreat. With a wide smirk Rex put all his strength into his next swing, aiming to smash the android into the pavement.

The Spartan however proved far more powerful than he could have imagine as the Funchuck was stopped mid swing in the android's grip. The ground beneath the two cracked and splintered and the servos of the android whined painfully, but it held its ground nonetheless, gripping the massive flail tightly in hand.

Shouting out a "Rex!" Six ran to aid the machine building boy who was doing his level best to wrench free his arm, but to no avail. However as Six and Calan came up for the assist the Spartan retaliated, swinging out with its arm… the same arm that held Rex.

Taken off guard Six and Calan were bodied by Rex's body and thrown aside while Rex flailed about wildly. Several other agents who tried to assist also got a face full of Rex as Rex was ironically being used as a mace.

With its enemies routed the Spartan lifted Rex to eye level, giving the dizzy Evo boy one last look before putting him into another spin, the boy yelping wildly in a blur of motion. Then with a snap the android chucked Rex down the street once more.

As he tumbled to a stop Rex looked up to yet again stare up at the optics of Carmen who still bore the same snarky expression.

"You done yet?" she asked, "Or can you still handle it?"

From his prone position on the ground Rex snorted up at her, "Like to see you do any better."

"Gladly." she said and then stepped over him to take off into a run toward the Spartan.

Weaving around downed vehicles the Spartan moved beyond the barricade, but it's trek was put on hold as its back was riddled with bullets. It was quick to turn to its newest opponent, the rifle wielding Carmen who let loose with another hail of bullets.

Unlike with the other agents the Spartan hesitated with its heavy machine gun, its mysterious orders staying its attack. It instead rushed her with arm up, as bullets bounced off its hide. The two of them closed distance in short order and the Spartan launched a punch at its smaller robotic adversary.

A quick roll helped Carmen avoid the blow, with her retaliating with more gunfire. The Spartan ducked low to avoid the bullets, swinging out with a wide leg sweep to which Carmen leapt over to avoid. More bullets sprayed across its body, prompting a full on double hand hammer fist to come down upon her. Leaping back saved her from being crushed with a follow up bullet barrage greeting the Spartan soon after.

Rex ran over to the downed group of Providence agents, noticing some trying to recover. He focused his attention on Six and Calan who were recovering themselves.

"Y'all alright?"

"Fine." came Six, recovering his blades from aside him.

"Same here." came Calan, his attention now taken to the battle a couple feet up the road, "Nice." he said, a low whistle echoing forth as he watched Carmen do battle with the Spartan, "She's good." He noted at the ways she bounced about its attacks and countered with her own.

A scowl ran across Rex's face and with a tightening grip he summoned his nanites.

Carmen twisted around in the air as she flipped, continuing her bullet assault on the larger android. And while she pelleted it with lead, aside from some scuff marks and dings, her rifle did little in terms of actual damage.

"Armor's too thick. Gonna have to switch up tactics." she said, backflipping up and atop one of the overturned assault vehicles.

Carmen was quick to equip her rifle with the grenade launching option, but not quick enough before the Spartan leapt up at her, fist clenched. However, that strike was interrupted as a large piece of pavement slammed bodily into the side of the Spartan, sending it tumbling back to the ground.

Carmen turned to the direction of the shot and found Rex, along with a massive siege weapon sprouted from his arm, his Slam Cannon.

"Hey watch it! You could have hit me with that!" she barked.

"Oh please, I just saved you metal hide!" he shot back, arming his cannon once more with some pavement.

Carmen let out a grunt and aimed to bite back at the claim but her words died in her voice box when she noticed the Spartan recover and begin to aim its main weapon, the anti-tank rifle.

She barely got out a "Look Out!" before the Spartan's zeroed in on Rex. Just as the shot tore out of the barrel Rex moved to the side, avoiding a direct hit, though his Slam Cannon wasn't so lucky. In an explosion of metal, the bullet ripped through the build, decimating it completely as it impacted the canyon wall a little way away.

While his _actual_ hand had avoided the shot and was relatively okay, the sheer force at which his build had been destroyed still reverberated through his palm. Pulling back Rex assuaged his sore hand as the Spartan loomed over him.

But taking notice of a 'whizzing' sound, the Spartan retracted its rifle, but noticed to late, turning only to get an exploding grenade to the face.

"Hey big guy, you're fighting me!" she said, priming another grenade.

Her smug expression turned however when the smoke cleared and the Land Spartan stood, relatively undamaged. This was in no small part of it bringing up its shield a moment before the blast.

The Spartan spied at her from just behind its shield while Carmen reloaded another grenade.

"Sorry about this." she said, pulling the trigger.

But at release the Spartan countered, a mini-rocket launching from its side. The two explosive weapons collided headlong into one another, detonating and causing a mighty blast. Light and debris blinded Carmen for a moment or so, but as the smoke cleared she found the Spartan's anti-tank rifle pointed dead at her.

With a quick jolt, the Spartan's aim went low so the shot that rang out from the rifle didn't hit her, but just beneath her. With impressive force, her footing was taken from under her, where she fell through the gap in the vehicle.

Taking a sweep of the area, the Spartan found its way clear and wasted little time to bring its treads to bear and peel out down the road.

A groaning Carmen lay prone in the vehicle she'd fallen through, just as the back doors were pulled off their hinges by large mechanical hands. One of those hands shrank down to human size and offered itself to her as Rex stood above the down gynoid.

"You sure showed me." he said with a noticeable smirk on his face.

And with a noticeable _snort_ she pulled herself up and pushed pass Rex, "Not like you did any better." she said, to which a grimace appeared on Rex's face.

She climbed out of the vehicle and looked out down the road, spotting the Land Spartan's retreating form in the distance.

"Gotta get after it!" she barked, looking around for a means to do so.

Fortune found her when she spotted an undamaged overturned cycle. She ran over to it and propped it up, swinging a leg over as she climbed aboard.

"Where do you think you're going?" came Rex.

"After it obviously."

"After that butt-whipping?" he stated, "You can't handle that."

"Like you can?" she snapped back, revving the engine, "Besides, I still think I can get through to it. Now see ya!" she said, peeling off.

A guttural growl escape from his throat and in little time did his nanites spring to life. Exploding from his feet came a large build, resembling a cycle. The build floated a foot off the ground under its own power with a vibrant engine that burned to life.

"Time to ride." he said atop the build, his christened 'Rex Ride'.

Then with a roar of his engine he too tore off down the street. Unfortunately, he missed Six trying to call after him in his haste, leaving said sunglasses wearing ninja in both his figurative and literal dust.

"Teenagers." grumbled Calan as she stepped forward.

Six nodded, an exasperated sigh soon following, "All we can do now is regroup and try to stage a second ambush." he replied, "Just hope those two can slow it down."

"I'll give them so backup." came Calan, looking to the sky, "After them." he called to the two jump jets floating just above the canyon.

He got a confirmation call from them both before the airborne vehicles took off after the escaping CA1-2M-04N and its two pursuers.

* * *

Meanwhile a third jump jet was tearing through the sky as well, but this one was headed toward Defector Regionals, with a certain female scientist as one of the occupants. Doctor Holiday was traversing her databanks of the Renegade Project, atop a personal laptop that showed images of the Land Spartan punctuating the screen.

On another nearby screen, the familiar face of White Knight appeared, looking rather disgruntled as per usual.

"Any information on this thing we can use?"

"Unfortunately, no." replied Holiday, "While Black Knight has files on the different areas of the Renegade Project there isn't much in the way of specifics. There's little on the background of the Land Spartan, let alone any means of shutting it down. If we want more information on this android then we need to get it straight from the source, Defector Regionals."

"You should be arriving momentarily." replied White Knight, "I want you to go in there and get that information."

"You really think they'll give up those kinds of secrets?" asked a skeptical Holiday.

"No. At least not out of the _'goodness of their hearts'_." replied Knight, "But I have confidence in your "persuasive skills"."

A smirk found its way to Holiday's lips, "Okay then, I'll see what I can do."

In little time, the jump jet arrived at the weapons site, with the airborne vehicle touching down just outside the main gates. Holiday was met with the guardsmen of the main gates, still seemingly bewildered by everything that was going on, though they had sense enough to show her to the main facility.

Arriving she found many of the engineers huddled about a small hanger like area, each of them busy going through data-logs, obviously trying to figure out why the Spartan and gone berserk.

They took notice of Holiday who was quick to introduce her, "I'm Dr. Rebecca Holiday of Providence. I'll want to keep this short to save time, I need all the data you have on the Land Spartan to try and stop it."

"We're going over the data right now. We don't need your help. We'll find out what went wrong." replied the supervisor.

"Look, I understand that you have company secrets, but if you want to keep damage, both physical and to your company's image, to a minimum I suggest you give me what I need."

"And what can you possibly do?" he asked.

"I've built a few androids in my time, I understand both the logistics, as well as the _emotional_ , aspects of their thought processes."

"The Land Spartan isn't emotional. It doesn't feel."

"You're wrong. The CA series were specifically designed to understand the emotional responses of their enemies to better adapt to them in combat. The Land Spartan might not be the most expressive android around, but it does _feel._ At least enough to give it the ability to think for itself." Holiday shot back, "You're trying to figure out what went wrong based upon its onboard algorithms, but right now it's beyond that. That much should be obvious."

"The Land Spartan is rejecting all our attempts at interface, even the backdoor override it being denied." said the supervisor, obvious grimace across his brow, "That shouldn't be possible."

"That's because it's _choosing_ to ignore the commands." she explained, "Its system will accept them fine, but that doesn't mean it will follow those orders. For some reason or other it now has the ability to override external command interfaces of its own will."

"Then it really has gone berserk."

"I'm not too sure about that either." replied Holiday, "But I won't be able to figure that out until I know how the Land Spartan _thinks._ I need that data."

The engineers and the supervisors shared an uneasy look, but as they thought it over they came to realize that their approach wasn't yielding any results.

"The longer we sit here debating this the worst things get." Holiday reminded them.

The supervisor sighed, realizing that spinning their wheels wasn't helping any. Having a fresh face coming in from a new angle might just help them.

"Alright, let's see what you can do." he said.

And at that they brought her into the inner circle.

* * *

The empty expanse of the country fields whizzed by the peripheral vision of the Land Spartan as it raced across the asphalt road. Off in the distance a city could be seen, a large metropolitan alongside an upcoming river. This was the Spartan's destination.

Why that city was its destination was unknown, but there was no doubt that was where it was headed.

And though Rex and Carmen were still some ways away from catching up with the Land Spartan, shadows overhead pinged the attention of the android. It was the two Providence Jump Jets and they were hot on its trail, with the pilots within locking onto the escaping android as the main guns swiveled into attack position.

Upon getting confirmation, the Vulcan cannons opened fire, splaying a rain of bullets down upon the robotic assailant. A quick jerk to the right helped it avoid the initial strike and the fluid movements that followed kept it ahead of the fusillade that dance across the pavement, tearing apart asphalt as the twin jets tried to gun the android down.

A swath of destruction caked the street but the Spartan kept just ahead of the maelstrom of bullets, sliding on its heels along the winding turns with a grind. In time it retaliated, its own bullet spray whizzing up into the air at its attackers. Emergency movements to the sides helped the jets avoid the return fire, with one the Jump Jets taking to a higher altitude while the other veered ahead with a thruster assisted boost.

In no time was the Spartan caught in a pincer maneuver as the jump jet ahead of it spun about to face it while the android tore down the street. Meanwhile the one behind it unlocked its rocket payload and zeroed its targeting systems on the Spartan.

Rockets spiraled out of their holdings toward the Spartan, while the bullets rang free from the other jet. The Spartan was overwhelmed by the force of the two attacks, unable to dodge. It was peppered with blasts, overwhelmed by the combined military assault. However, as explosions bombarded the area the Spartan showed it was a long way from being defeat as it tore out of the cloud of the initial explosions with shield raised high.

Bullets bounced off the raised shield with the Spartan countered the coming rockets with rockets of its own. Explosions danced across the sky above it as bullets littered the ground at its feet.

The rush down the country road was punctuated with vibrant sound and light as explosions and bullets traversed its length. The Spartan bust out its own emergency maneuvers, slick moves that had it bound and ducking around the ballistic onslaught. When it was not blocking bullets with its shield it was setting off rockets prematurely by riddling them with its guns. Then through the dust and debris a powerful anti-tank shot rang out, scoring a nasty hit along the starboard side of the rocket launching jet, causing it to lose stability fast. It tried to keep altitude to the best of its ability, but as it swung about wildly in the air warning lights in the cockpit confirmed that the jet was going down.

Bailing out the pilot launched himself from the jump jet before it careened into a nearby ditch, exploding in spectacular display when its systems went critical.

With one enemy down the Spartan focused back on the jump jet ahead of it, the two still tearing down the street in their high-speed battle. Bullets now burst from the shield of the Spartan, pelting the jump jet just as it tried to do the same, though the Spartan aimed for the jet's undercarriage, its weakness. Bullets pinged and penetrated, eventually hitting the jet's sweet spot and cutting its main power line. Like before stability was quick to be lost and the pilot bailed out before he could be plastered against a nearby rock outcrop the jet slammed into.

A dinged and singed Spartan watched the pilots as they slowly floated down from parachute and judged they were not worth the effort to finish off, instead it turned its attention back to the city.

Some ways away, making her attempt to catch up came Carmen atop her bike. She had heard many of the explosions from the earlier battle but only now did she see the true devastation that had been unleashed. She passed by the wreckage of one jump jet, noting the pilot was disheveled but otherwise okay and kept going. The second pilot of the other jump jet was a bit more out of it, but upon stopping to check on his vitals she found him to be relatively alright.

"How far is it?" she asked of the Spartan.

"Not too much further ahead." replied the pilot, "But if you're going after it be careful. It means business."

"I got that much." she said, revving her engine.

She then peeled out down the road in her pursuit of the rogue A.I. And after a quaint few moments later Carmen spied the metal hide of her escaping adversary over the horizon of the road.

"Finally. Now maybe I can stop it before it gets any further."

"Not if I get it first!" she heard behind as the roar of another engine made itself known.

Turning back Carmen caught sight of Rex atop his ride, metaphorically burning rubber to catch up with both speeding androids.

"What are you doing here!?" came Carmen as Rex pulled even with her, "I've got this!"

"You kidding? Do you really think that peashooter and butter knife are gonna be able to do anything against droid boy?" asked Rex, "To beat this guy you need a _weapon_." he said, his arm exploding forth into his Slam Cannon as he rode.

"You'll never even hit him with that goofy thing!" Carmen barked back, reloading her assault rifle with a new clip of ammo, "You'll just get in the way!"

"Maybe if you gave me some room to work I'd have a better shot!" came Rex, the end of his Slam Cannon piercing the asphalt to load it.

"And maybe if you didn't fire off your load so recklessly I could actually talk it down!"

"Hey this is rated PG!"

"Well the Spartan's TV-MA! Now get lost!" she barked before increasing speed.

"Don't think you're leaving me behind!" came Rex, quick to put out his own burst of speed.

The sound of twin engines garnered the Spartan's attention and it whirled about to see the approaching teens. It's line of sight immediately zeroed in on Rex, and it brought up its weapons to gun him down. However, before it could engage Carmen cut Rex off and end up in the android's sights, to which the Spartan immediately pulled its arm back.

"Hey! Watch it!" yelled Rex as he swerved to avoid losing control.

"I told you! Let me handle this! He's not gonna shoot me for whatever reason so I got the advantage in this fight!" she said, pulling out her assault rifle.

Riding and trying to level the weapon wasn't easy but with the Spartan holding back she was given the time she needed to aim it. Bullets soon whizzed out of the gun, striking the unprotected body of the Spartan until it lifted its shield up to defend. But Carmen's bullet spray was immediately followed up by a grenade launch that, while not taking the Spartan out, caused it to stumble about the street in the fast pursuit.

The Spartan was quick to realize that its actions were only making it an easy target, but its orders were solid. It did not dare to fire upon Carmen. However, that didn't mean it wouldn't fire _near_ her.

Bringing its guns down a few degrees the Spartan fired wildly… on the street. The heavy bullets tore up the road ahead of Carmen, causing her ride to bump about as it tried to ride over the buffeted asphalt. Cursing under her breath she careened to the side, nearly losing her balance. Meanwhile Rex came speeding up on her side, undeterred by the mulched road due to his bike's hovering ability.

"Still don't think my builds can do the job?" he asked, giving a chuckle as he passed her by.

Despite his fun he was quick to get serious as he pulled up to the Spartan. He was also quick to fire off a round of ground at the fleeing android but found his efforts stymied by well-placed shots from the Spartan. It then brought its main cannon to bear against Rex, large barreling shining in the mid-day sun.

Rex moved to intercept, swapping out his Slam Cannon for a much smaller metal glove, one of his Block Party shield generators. A wave of ionized energy was erected in front of him, just as the anti-tank weapon unleashed its fury. Rex took the shot dead on but his Block Party had the strength to deflect the devastating bullet aside, letting it crash harmlessly in the dirt.

The Spartan peered at Rex and his barrier, realizing that any further shots would be a waste of ammo against such a barrier, so it pulled the weapon back. Rex took this as his cue to close the distance, transforming his other arm in the process. When the two were driving only a few feet from one another a new building shined, his BFS. Rex swung out with his massive blade, which was met against the shield of the Spartan.

The two got into a hammering melee, exchanging blows left and right, the Spartan's pile bunker versus Rex's blade. The two weapons clashed mightily against one another the whine of their slashes blaring out. Through their melee the Spartan swerved about trying to avoid Rex's reach but even atop his floating bike Rex had dexterity to spare, spinning about in a road performance for the ages.

Smashed aside by a shield swipe Rex twirled atop his bike to the android's left and using his momentum Rex managed to get around in front of the Spartan as it slowed down to stabilize itself. Rex went in for another slash, going low for the Spartan's legs. The bot blocked, but was unbalanced by the attack and sidled to the edge of the road where it kicked up a mighty cloud of dirty. The Spartan managed to stay even and revved it's treads to get back on the road, all the while priming its machine guns.

Bullets sang as they whizzed through the air, but Rex's barrier made short work of that barrage, though it was really meant to keep Rex in one spot as the Spartan brought its pile bunker to bare. The weapon pulled back with an audible 'thunk' as the Spartan drove straight toward Rex. With fist clenched it punched forward the piston going off like a veritable gun itself, generating enough thrust to pierce through the ionized barrier.

Rex swerved out as he builds shattered, with the Spartan immediately following up with a bullet fusillade. Bringing up his sword to defend, Rex took the full onslaught but the bullets did a number on it and his ride. He eventually had to pull back lest his ride fall apart on him and the Spartan started to pull ahead.

* * *

At the same time, back at Defector Regionals…

"I don't get what went wrong. The software is perfect. There are no glitches that could have allowed the Spartan to circumvent our input commands." replied the supervising engineer.

He and the others groused over their inability to find the cause of the android's malfunction, even Holiday who was helping with looking through the sprawling logic codes was stumped. Although there was quite a bit of data to look through. She realized that they'd never find the answer by simply combing through data. They need a shortcut or a backdoor.

"Backdoor…hmm…" Holiday pondered as she went over code, soon having an idea strike her, "Is there a backdoor program?" she asked, "You know a program designed for more supplementary procedures for the main processing sequences?" she asked.

"Oh course. There are several. The Spartan needs them to accurately gauge changing conditions. We put in at least several dozens of them."

"Right, but are there any that you _didn't_ put in?" she asked.

The Supervisor gave her an odd look, unsure what she was getting at.

"We've been looking for a software glitch, or a malfunction in the code that allowed the Spartan to go rogue. But what if instead it's just a backdoor program that didn't initiate until now."

"Maybe… we'd have to run a sweep of each backdoor program until we found something." replied the supervisor, "And that could still take several hours."

"Maybe not. Instead, run a simulation of all the backdoor programs, without a connection to the main software."

"But that would just give us rambling code."

"It would, but it would be uniform. If there's a program that is allowing the Spartan to ignore central commands then that program would run differently than the others, since they all would still filter back to the main software."

"I think I get what you mean. We're not looking for an irregular program, but instead an isolated one."

"Exactly." she said, just as she got a transmission from her PDA, "Holiday." she answered, taking note when White Knight's face appeared.

"Anything?"

"Not much yet." replied Holiday, "But I believe we've at least narrowed down what could be causing this rogue behavior."

"Not the answer I was looking for. Providence forces are trying to set up another roadblock but the Spartan is getting too close to a metropolitan. We'll lose options in a populated area."

"What about Rex and Carmen? Are they not doing well?"

Knight sighed, "It could be going better." he replied.

"I see." she murmured.

"If they can't stop it we'll need to rely on your end." he told her, "So whatever you're looking for, find it and quickly."

She gave a firm nod before the screen went dark, "Alright people, we still have a lot of work to do." she said, rallying the group together, "Let's see where the Spartan's independence lays."

* * *

Tearing down the road at breakneck speeds the Spartan passed through the mountainous pass, growing ever closer to the city. A large river lay at its side and a short way away, a large bridge connecting the outskirts with the mainland.

Meanwhile some ways back Rex was trying to catch back up after his defeat at the hands of the Land Spartan. He pulled back his Block Party, the build itself fizzling out before going dead and revved his ride, trying to get the engine back up to full power. He heard another engine however, that of Carmen who had just managed to catch up herself.

Rex grimaced at the knowing smile that snaked its way across Carmen's face at her approach, "You learn your lesson back there buddy or do you still think you can take the Spartan?" she asked.

"I lasted longer against it than you did!" he barked.

"At least I managed to hit it!" she barked back.

"Barely!"

They slung verbal assaults at one another with sharp tongues, holding nothing back with their verbose barbs.

"You think you're just so powerful with all those nanites but you're just a caveman with a big stick!" barked Carmen.

"At least I can do something, unlike a certain bot that needs a password!" Rex barked back.

"I didn't have my weapons when I took _you_ down!" came Carmen, "You barely put up a fight!"

"Please, if I had actually been serious then you'd be scrap now!"

"Then why don't you get serious so we can settle things!?"

"Oh! Anytime, anywhere!"

And as they raced down the street toward the bridge they clashed with their respective bikes, as well as their respective words. The two teens were practically nose-to-nose as they barked at another, fully engrossed in their ping-pong of berating.

"You've got the power to create any machine you want and what do you do, you make blunt objects that can't even hit anything!" came Carmen.

"At least I have weapons! I'm not stuck like some windup toy like you!" Rex shot back.

Carmen snarled at that, "I'm not a toy! I'm a sophisticated human battle construct! You're barely human!"

"Low blow coming from the machine!" Rex bellowed, "I got a heart, unlike a certain bucket of bolts!"

"I might not be alive in the strictest sense, but I'm still a person you know! It's the same with the Spartan! Did you ever even consider what it wants in all this!?"

"What's to consider!? Give it an oil change and some new batteries and its right as rain!" came Rex, "It's just a machine!"

"And that's why you keep losing to it! You can't get it through your thick head that it's more than wires and circuits, that it…" yelled but upon looking ahead noticed a large explosion.

Rex looked to it as well and saw Providence trying to fight back the Spartan at the mouth of the bridge, or at least what was left of its forces. With only one Jump Jet and a few armored cars they didn't have much in the way of firepower to the Spartan, who still had ammo to spare.

"This time I'm taking it down!" growled Rex, peeling out with a boost.

"Don't just charge ahead like that!" she barked, but Rex was already ahead of her, "Argh! You just don't get it!"

Carmen revved her engines to take off after him but hesitated as something odd came to her.

"I've seen this bridge before." She murmured, taking in the sight that looked so familiar to her.

Looking beyond the bridge, her memory pinged once more as more familiarity ran through her digitized memories.

"This city is… no way…" she murmured, but her attention was quickly brought back to the situation at hand as the bridge battle escalated.

During his speed run Rex's ride split in half, his feet reconfiguring into two large boots that screeched against the pavement for a time before the gears within them pumped him into the air with a powerful thrust. In hand, his sword erupted forth and as he descended he belted out a mighty yell, aiming to take the Spartan down in one fell swoop. However, despite the Spartan's attention being on the Providence agents ahead of it Rex's swoop was deftly dodged when the Spartan sidestepped, letting Rex slamming his blade into the pavement. And by the time Rex looked up to lament his miss he found himself staring down the twin barrels of the Spartan's heavy machine guns. And if the Spartan fired on him at that range…

Fortunately, that scenario never played out for a grenade whistled through the air, grabbing the Spartan's attention and forcing it to pull its guns up to block the coming explosive. Rex letting his stupor only last a second longer before a Smack Hand erupted forth and he bodied the android with a well-placed punch.

The blow was jarring for the larger android who was sent into the side of the bridge and nearly over the edge, though it managed to hold its footing in time. It stuttered however as it tried to recover, taking note of a dent that appeared in its side from Rex's punch. The Evo boy smiled at his work, though that smile quickly vanished when he heard familiar footsteps and a familiar voice.

"Back off before you get yourself killed!" came Carmen as she ran onto the scene.

"And who was it that just bashed that thing?" came Rex, metallic fist clenched tightly on Carmen's approached.

"You would have been shredded by its guns if I hadn't saved you nanite boy."

"I don't _need_ your help!"

"Feeling's mutual!"

"Focus!" they heard Six yell, prompting the two bickering teens to look up as the Spartan leapt up to attack once more.

Rex met its charge halfway and the two threw their mechanical fists at one another and while Rex blocked the blow, the coming piledriver tore through Rex's metal hand and forced the boy back with a pained cry. The Spartan attempted to finish up as Rex held his hand, but with a sweep of her gun Carmen stepped in and held the Spartan back. It retaliated in kind, though it fired on the area head of Carmen, forcing her to shield herself from the pinging bullets and dust that shot up. The Spartan used this lulled to slam headlong into her with a shoulder tackle, knocking her up and over into the air.

Calan was on the scene to try to catch Carmen. He forgot however that Carmen weighed much more than him so he was toppled upon catching her.

"Well, this turned out better in my head." He muttered as he and Carmen tried to pull themselves up.

The Spartan's footfalls pulled them back to the situation at hand as the android loomed over them, though before the robot could attack a metallic whip lashed out and wrapped about the Spartan's arm. It immediately turned to the source of the whip, that of Rex with his Blaster Caster build out and ready. Moments later a charge of electrical energy ran through the device and up the whip, eventually giving a nasty shock to the Spartan.

It let out a metallic screech at the volatile energy tearing through its systems and after a few seconds of the intense light show the android slumped over in defeat. Ceasing his energy flash Rex looked on with growing elation at the Spartan's fall, a wide smirk even appearing on his face.

"About time too, this guy was really giving me a workout. But like I said I knew I could handle it." He chortled.

Carmen looked pensive at best. The arrogant smile on Rex's face not helping. More importantly something seemed off about the Spartan's defeat.

"An android with an electromagnetic barrier and it can't handle electricity? There are surge protectors and the like to protect its more delectate systems." She said as Calan helped get her to her feet, "Maybe Rex just poured in more energy than it could handle?"

The other members or Providence thought so as well, with a celebrating Rex waving to the others. However, his distraction costed him for the Spartan wasn't as out as he thought. Shooting up the Spartan's eyes glowed a bright white as its systems kicked back in, followed with the Spartan grabbing hold of the metal whip of the Blaster Caster. By the time Rex realized the android had been playing possum the Spartan had already snapped him into the air. A wailing Rex was slung wildly through the air before being brought down hard moments later, shattering both the street and his build.

But an advance on the downed boy was halted when a blade wielding Six jumped in the fray, said blade slashing at the armor of the android, scoring hits across its superstructure. The android swatted at Six with its oversized mitts but with superhuman reflexes Six nimbly bounced about, slashing several more times at the mechanoid, razing its body.

Taking a different approach, the android slammed its gauntlet into the ground and let loose with is piledriver. The impact caused a fracture to appear that tore up the road, and threw Six off balance. Thus, the next swipe from the android knocked Six away despite his block with his blades.

"He's going to tear apart the bridge at this rate! Take it down!" came Calan, rallying the remaining Providence forces for one final assault.

Their bullets rang free but the Spartan took their attacks head on and retaliate in kind. It didn't take long for it to cut a swath of destruction through the remaining ranks, leaved bodied Providence soldiers in its wake. Calan ordered a full-retreat, though the Spartan aimed to finish them off. The roar of an engine stopped it as Carmen tore in on her cycle, taking it up in a wheelie that propelled her down the road.

The Spartan stepped back, giving Carmen ample time to slam the bike headlong into her opponent, though the Spartan managed to hold its ground despite the hit-and-run. It wrenched control of the bike from Carmen, forcing her to leap off it before the Spartan could throw it aside, smashing it to the ground in the process.

"Rex, get into the game! Carmen, keep it pinned!" Six called out.

Clenching his fist tightly Rex let the nanites flow and in an explosion of mechanical parts a pair of large glowing hatchets took the place of his arms, Rex's Bad Axes had taken the stage. The Spartan reacted immediately, throwing its piston armed forward to meet Rex's charge, but a bullet fusillade stopped the machine cold. Carmen emptied an entire clip upon the android, forcing it to defend against her… and not Rex.

The glowing hatchets cut through the air and cut into the armored plating of the Spartan's shield, digging deep into the reinforced metal. So deeply in fact that it's heavy machine guns became compromised as Rex started cutting into the delicate inner mechanisms.

Rex brought his other axe to bear, aiming to cut further into the mech's arm, but it was stopped by the grasping hand of the android. Even so the Spartan felt itself losing ground, especially when Carmen came around its back and launched a grenade to its exposed rear.

"Hey, I got this!" came Rex, bearing down harder on the Spartan with his axes, "Nobody asked for you to get in the way."

"Oh please, you're barely holding the thing back. Besides, we don't have time to fool around, we have to stop it before it gets into the city!" barked Carmen.

"What is it about this place that's go you so worked up!" came Rex, though his question was put on hold when the Spartan used his distraction to gain a better footing.

Before Rex realized it, the Spartan flipped him over, using the weight of the axes and Rex's own momentum to hurl him to the side of the bridge. It then whipped around on Carmen and backhanded her with is shield, sending her to the opposite side. The Spartan tried to follow up with a bullet storm but found its weapons to heavily damaged, Rex's attack had struck home. Instead it released a payload of rockets that carpet bombed the immediate area, sending everyone who wasn't already out of it scurrying for cover.

The debris and dust settled quickly enough, leaving a scene of carnage upon the bridge. The Providence soldiers were finished, only a scant few still stood. The only real threats, Carmen and Rex, where in a dizzy state that left the Spartan unchallenged. It wasted no time after that to drive away across the rest of the bridge.

* * *

"What's this?" pondered Holiday as the diagnostic program she was running scanned through a strange program.

The engineering supervisor along with the others looked over the data flow and noticed the… out-of-place program.

"Odd, this is supposed to fall under authority recognition." he replied.

"As in?"

"Simply put, how it recognizes its commanding officer. It was a program that was put into the Land Spartan during the Renegade Project however Defector Regionals removed it because we have no military hierarchy."

"Then why is it in?"

"I don't know I mean… we all ran a system check on it when we were reinstalling its programming. And nobody else had any access to it…" he trailed off, as if realizing something in the back of his mind.

"What?"

"It… no it couldn't…"

"Anything you know would be useful. We need to figure out what's going on."

"It's just… it's not up for discussion."

"Look, I understand you have your secrets but your android is running loose and it's about to enter an urban area. It won't be hard for people to tie it together with you, especially with your company logo plastered on it. And should people get hurt… I don't think I need to tell you the legal ramifications."

"I know all about legal ramifications, considering that's what we'll entail if we go too into detail about our work on the Land Spartan."

"And you're willing to put people's lives at stake just to protect the company?" came Holiday, "Who do you think will get the lion's share of the blame for this!? The company will throw you under to protect itself! Is your loyalty that great that you'd be willing to be the _fall guy!?_ "

A grimaced creased his features at her words. He couldn't argue them, "To be honest I knew that the moment the Spartan left the facilities. Whichever way this goes I'm done."

"Let Providence help. Things will only get worse if you hold back."

A drawn-out sigh escaped his lips and he looked aside, beyond Holiday, "Dr. Alowishus Benedict. A scientist that worked on the Land Spartan. For both us… and the Renegade Project."

"I read about him. Much like Nathaniel Wright he focused on the emotional spectrum of the A.I. constructs." came Holiday, "But that's about all I know."

"At the military's behest." the supervisor replied, "Unlike Wright, who was taken in by the military and charged with keeping military secrets for himself, Benedict was just given a… _substantial incentive_ to keep the Renegade Project low key."

"They paid him off?"

"Essentially." he replied, "But he was scientist first and foremost and his mind couldn't quite be quelled with money."

"And let me guess, Defector Regionals offered a means to… _express_ his intellectual pursuits."

"After the Renegade Project fell through, many of the companies that the military had reached out to had decided to continue a few aspects of the project of their own volition."

"Which is why you continued work with the Land Spartan."

The supervisor nodded, "Of course, without the leading scientists to spearhead things our research languished. We got desperate and we reached out to Dr. Benedict."

"He offered to work for you as a free agent?"

"Yes. Of course, we couldn't use the schematics of the original Land Spartan lest we incur the military's wrath. Fortunately, Benedict had his own way to circumvent that. While the physical body was off our creation, tweaked just enough to be different and legally justified, the mental aspect was something far different. Not quite as… evolved as the original… or so we thought."

"This hidden program… there is far more to this than simply recognition software." replied Holiday, "It's actually spread out through the entire A.I., different aspects hidden throughout. When a certain condition is met the program initiates and it completely overwrites any previous command structure… and gives authority to the Spartan."

"What are you saying?"

"Dr. Benedict effectively gave the Spartan the ability to become its own commander. It's giving itself orders."

"So, it's really gone crazy."

Holiday shook her head, "No. It's just thinking for itself. It still has a mission. It's still going about how it would follow orders. It's just orders of its own design."

"Then if it made up its own mission, what is the mission?"

Holiday thought on that, "What's in that city?" she asked, "It crossed a bridge into it. It could have easily kept going, to better escape if that was its plan. What ties it to that city? That's what we have to answer."

* * *

At Providence Base, White Knight's scowl grew as he watched satellite surveillance of the Land Spartan leaving the bridge area and rolling into the densely populated city area.

Other multiple view screens were also active on White Knight's desk, one screen of Six on a nearby console in one of the Jump Jets and another of Holiday busily working on her computer.

"Most people had already been warned of the Spartan's approach so the immediate area has been evacuated. However, evacuating an entire city in such a short amount of time is impossible and if the Spartan pushes further in it'd almost certain have a plethora of soft targets, should it be inclined to attack them." White Knight said to both Six and Holiday.

"We need to figure out what it wants in that city." Replied Holiday, "It's going there for a reason and if we figure out that reason we can figure out how to intercept it."

Holiday went to work on her computer, trying to cross-reference anything related to the Spartan and the city it was rolling into.

Meanwhile, with the smoke and debris clearing the forces of Providence lay mostly defeated, save for Calan, Six, Rex, and Carmen, with the latter two going on the attack… against one another.

"Thanks for letting it get away." Growled Carmen.

Rex snarled back, "Don't give me that. You did jack squat against it. Then again you do jack squat _period._ "

Carmen's glare took on a sharp glower, "Oh, I can show you what I can do." She said, the grip on her rifle tight.

"You want to start something then go ahead!" snapped Rex, his nanites pulsating in palm, "I'll be taking out two androids today."

"I'm going to…"

"ENOUGH!" came a very fed up sounding Six, tearing both teens from their squabble, "You've been arguing this entire time and the only thing it's gotten you is defeat." He said, both teens now staring wide-eyed at the senior agent, "Neither one of you has what it takes to defeat the Spartan… _alone_." He said in an even but firm tone.

"Then tell him/her to get out of my way!" they said in unison.

Six wasn't having the squabbling and was quick to shut them down, "Listen carefully. Carmen, without your internal defenses you're no match for the Spartan in terms of power. Rex is." He said, with said Rex grinning widely at Carmen, "Rex however lacks the ability to outfight it, strategically he's at a disadvantage unlike you." Six continued, this time Carmen returning the snark smile, "And at the rate you two are going you'll end up taking one another out instead. Get over yourselves and get focused."

Rex and Carmen threw glares at one another for being called out, but as they did their glares began to soften as Six's words echoed in their minds. As they thought back they had come to realize that their arguing was starting to get out of hand.

"Enough with the competing. Enough with the arguing and fight it as one."

" _With her/him!?_ " they said once more.

The two shared more pensive looks this time, a sense of uncertainty wafting between them. Still, a begrudging understanding was soon reached. Thinking back, they came to the startling realization that Six had a solid point, with the fact that they had done more damage to the Spartan fighting together as opposed at any time apart. With a mutual sigh, the two lamented their little feud.

"Whatever problems you have with one another can be sorted out after you complete the mission, got it?" came Six.

They nodded once more and moved to give chase yet again, but Carmen was quick to notice that her bike was in no condition to ride off, the bike battered and broke from its manhandling by the Spartan.

"Need a ride?" asked Rex, his nanites in his legs bursting forth to form his bike.

Carmen gave him a long look but eventually gave a slight shrug before she climbed aboard, hanging on from behind Rex.

"Let's go." She said.

"Alright." Replied Rex, and with a rev of his engine he took off in a flash.

"Is he always like that?" Carmen asked as Rex when they were out of earshot, "Kinda freaked me out."

"You have no idea." Came Rex, "This is him on a good day."

And back at Defector Regionals Dr. Holiday had been looking through a scrolling list on her computer when a 'ping' sound alerted her to a data match. Reading through the log her eyes widened when she discovered something surprising.

"Is that the reason it's there." Pondered Holiday.

"Have you found something Holiday?" asked White Knight, sounding anxious, "We need something to put an end to this right now."

"I'm… not sure. But I intend to find out." Replied Holiday, "Patch me to Rex and Carmen."

As such while Rex and Carmen were still tailing the rogue android through the city streets they got a familiar jingle in their eyepieces, followed by the voice of Holiday.

"Rex, Carmen, have you two found the Spartan?"

"No, but trust me we're hot on its trail. It's not exactly subtle." Replied Rex, noting the overturned cars and such that had been in the android's path.

"Well I should be able to direct you to its objective."

"You figured out what it wants?"

"Yes. I have a good idea where it's headed." she said, "And Carmen… I think you know where it's headed too, don't you?"

The gynoid in question grit her teeth at the question and Rex turned back slightly to note her solemn look.

"Yes." Carmen replied, "I know what its after."

"What?" asked Rex.

"It's after me." She said, "The original me."

Confusion settled on Rex's face for a time until Holiday popped back up to explain, "The android is after the original Carmen Wright that you got your personality from, right?"

"Yes. This is my… _her_ home town. The Spartan is headed for the hospital where the original Carmen lay in her coma." Replied Carmen, "I wasn't sure at first. But after it crossed the bridge I knew for certain its destination."

"Seriously?" came Rex, "But what does it want with her?"

"I don't have a clue. But… I can only hope that its orders to not cause egregious harm to Carmen Wright extend to both versions." Replied Carmen.

"Rex, I'll guide you to the hospital but it's up to you two to stop the Spartan. Together."

Rex and Carmen shared a look once more, and though there was some uncertainty between them the stakes were too high to ignore and they understood what was expected of them.

"Alright Doc, then we're gonna have to motor." Came Rex, and at his will did nanites stream across his back.

Those nanites took the form of two large turbines that spread out on either side of him.

"Hang on!" he called, his ride disappearing to allow his new build, the Boogie Pack, to pull him and Carmen up into the air.

They shot across the city streets toward the final battleground with the Spartan.

"So, this Dr. Benedict, what was his relation to the Renegade Project?" asked Holiday as she and the group of engineers continued to comb through the Spartan's data in hopes of shutting it down on their end.

"We're not sure of the specifics but as far as we know he was one of the heads of research and development along with Nathaniel Wright." Replied the supervisor.

"One off?"

"There were exactly four head scientists working during the Renegade Project, each specializing in a different area of robotic development." He said, "However we don't know about the other two. We were only able to get in touch with Benedict."

"Do you know what they specialized in?" Holiday asked.

"Hmm… let me see." He murmured, going into thought, "Benedict specialized in weapons and defensive relay systems, essentially their power. Wright on the other hand focused on their tactical and emotional recognition, or how they understood and reacted to changes in the real world like a human might. The other two… I believe were movement articulation and energy transference respectively."

"The physical body and energy sources, right?" Holiday surmised.

"Exactly. The four of them were dedicated to their respective fields which is why they were brought into the Renegade Project ten years ago."

"Ten? That's around the time the Nanite Project was starting up."

"Yeah. I suppose both projects were running parallel to one another." He said, "I think that's one of the reasons why Wright brought his expertise over to the Nanite Project, he felt that there were avenues there that could cross with his main developments in the Renegade Project."

" _The Omni Nanites._ " She thought, "Is there anything else?"

"Not much that we know." He replied, "Like I said, after the project fell through the head scientists working on it went their separate ways. And maybe I should amend something. Even though Dr. Benedict agreed to work with us we weren't the ones that reached out to him, it was the other way around."

"He contacted you?"

"Yes. There was some fine print negotiating and the like, but he came with a proposal and we readily accepted."

"Which was?"

"He would help us on our android design if we gave him access to some specialty equipment."

"What kind of equipment?"

"Mini data drives, nano fibers, and relay circuits. Among other things." He said, "But he never said what he needed them for."

"I'm curious, but right now we need to focus on the Spartan. Is there anything?"

"We've discovered what caused the malfunction… the _change in behavior_ , but because of the complexity of the code it'll take us a few hours to crack it."

"We don't have a few hours." Came Holiday, sighing in defeat, "I suppose we'd done all we can on out end. It's up to Rex and Carmen to stop it now."

But the question was, _could_ they stop it… for the Spartan had already reached its destination.

With treads grinding to a halt the Spartan stood at the gates of Remington Miller Hospital, a small clinic within the more suburban area of the city. It housed patients with very distinctive medical complications. Still it housed a robust staff, a staff that was currently watching in wide-eyed terror as the battered Land Spartan began its march toward the front gates.

The metal deterrence of the gate did little to slow its advance, as a few well-placed punches bent it inward, compromising integrity. Then one final punch launched the fence a few feet into the area.

Scanning systems of the android went to work, analyzing the structure and all bio-responses within. In time, it zeroed in on a specific signal, the one it was searching for, but before it could proceed a new bio-response appeared from above.

Dropping down the orange build that was the Boogie Pack settled with scattering wind, with Rex and Carmen touching down a few feet away from the Spartan.

"Sorry man, this is a private hospital. No rogue droids allowed!"

"Spartan stop!" called Carmen after Rex dropped her off, "Your mission!? Is it to destroy Carmen Wright… the original!?"

"… **Parameters of the mission cannot be discussed as per orders.** " Replied the Spartan, " **Furthermore, the mission cannot be halted. For your continued operation, I suggest vacating the area.** "

"Spartan listen. I know the 'mission' you have is off your own design, Holiday says that you're making your own choices. You can think beyond just your programming. You were given that ability." Came Carmen, "Whatever your mission is you're following it not because you were ordered to, but because you _want_ to. So, what's you're purpose in doing this? What do you want?"

"… **My purpose is to follow my mission parameters. My want… is to decide the meaning behind them.** " It said before rushing forward straight toward Carmen.

"Spartan wait!" she called out, but a shove from a large metal gauntlet threw her aside.

Rex threw a fist forward that the Spartan matched, the two metal fists colliding with impressive force. Rex tried with his other hand to smash the Spartan but found a similar block and in turn the two gripped hands in a struggle for dominance.

"What was that for!" barked Carmen, "Still trying to take the credit for taking the Spartan down!?"

"No!" Rex barked back during his struggle, "Look, this big guy isn't gonna stop just because you ask it nicely. I understand that it's more than just a hunk of junk, but if that's the case then it's even more important we bring it down! Whatever this guy wants, he's not gonna stop until he gets it done and if he's this motivated then trust me, he's gonna get it done… unless we stop him!" came Rex, trying to his darnedest to wrench control of the struggle from the Spartan, "So get your act together and help me bring this guy down! We can figure things out later!"

Carmen gave but a moment's hesitation before she stood up, resolute look in her optics. Then she pointed her rifle at the Spartan and let loose, scoring hits against the head of the android.

"But watch where you aim that thing, I am right here ya know!" came Rex as bullets pinged off the android that stood above him.

The fusillade did its job though, forcing the Spartan to pull an arm back to protect its vulnerable head. At that Rex was free to wind back his metallic fist and with a fierce cry he threw it forward to slam it squarely in the gut of the Land Spartan.

It was knocked back by the blow, even faltering as it tried to recover.

A shared smile was passed between Rex and Carmen at that, elated at the success of their combo attack, but even so the Spartan wasn't down just yet and rose to fight once more. To this Rex's arms changed form, producing the Blaster Caster once more and with a flick of his wrist Rex whipped the metal tendril at the Spartan.

The whip whistled through the air toward the Spartan but a hard metal hand caught it cold as the Spartan reached out and grabbed hold. The Spartan was quick to tug on it, using its superior size and strength to throw Rex off balance. But before it could finish Rex off a grenade whizzed the air, scoring a nasty hit against the Spartan's side.

With it off balance Rex managed to get a few good shots in on it, the metal whip snapping across the Spartan's robotic face. Rex's final strike whipped around the Spartan's leg and with a hearty pull Rex took its balance from under it.

Its weight brought it down where is cracked the pavement upon impact. Rex brought the whip up high to slam it down but with a quick twist the Spartan rolled over, avoiding the metal whip as it tumbled across the driveway until it slid behind a nearby ambulance. Then with a mighty kick it shoved the ambulance across the driveway straight toward the duo.

Rex reacted in kind, whipping his metal tendril out at the oncoming emergency vehicle, the tendril wrapping about it and flinging it aside with a well place snap. Rex though soon realized that the flung truck was only meant as a distraction, as the Spartan leveled its anti-tank rifle at him. And with a loud 'bang' a bullet whizzed out. Rex only barely managed to dodge way, though his Blaster Caster backpack was shredded by the powerful armament. Rex's whole body tingled and while he stumbled the Spartan moved to fire a second round at the weary Rex. But as the cannon swiveled into position a black blade spun through the air, piercing the side of the android. It turned sharply to Carmen, arm extended from her recent throw.

Not wasting the save Rex's metal tendril was replaced with s blade, the massive sword glinting brightly against the mid-morning sun. The with a mighty grunt from Rex he slashed out with all his worth, his blading singing through the air as it lopped off the barrel of the rifle in one fell swoop.

The head of the barrel clanked heavily upon the ground to a surprised Spartan. And with its main cannon crippled beyond repair the battered Spartan had lost its most formidable weapon, leaving it defenseless against the two teens.

Rex himself slowly stalked over to the Spartan, his blade at the ready. The Spartan's gaze traveled over from him to Carmen, the gynoid in question leveling her rifle on the Spartan, grenade set. The rogue android realized that the two were beginning to overwhelm it and at the rate it was going, ultimately defeat it.

However, for the Spartan, " **Failure to complete the mission is…** _ **unacceptable!**_ "

At that call, the Spartan's rocket pods opened and a plethora of mini-rockets cascaded from their holdings. A panicked gasped came from Rex's throat at the rocket storm coming toward him… and Carmen. Her hands went up in a feeble attempt to protect herself against the rocket hailstorm. For Rex, the blanket of destruction descended upon him he had him reacting as well, as he took a quick hop backwards.

Explosions peppered the driveway of the hospital, demolishing cars and trucks, and cratering the entire area in a cascaded of explosions.

The rest of the Spartan's rockets sputtered out of their holding until telltale clicking signified it was out of ammo. A clicking that had Carmen looking up from her semi-crouched position. Spying through the debris she noticed that she had not taken the bombardment, and looking about she realized she was under the protective curtain of an energy. Within a semi-circle sphere stood Rex, his Block Party builds out and glowing with intent. In the half second Rex had before the rockets carpet bombed them Rex had taken position aside from Carmen, protecting her from the bombardment.

"You… you saved me?"

"Well duh, we're supposed to be working together, right?" came Rex, "Wouldn't make much sense to let you get slagged, would it?"

Mouth slightly agape it took a moment for Carmen to find her words, "Yeah… thanks." She eventually said.

A short chuckle came from the Evo boy, "Don't mention it." He said, before turning his attention back to the situation at hand, "Now let's finish this guy off."

Although "this guy", the Land Spartan, had other plans and charged through the settling dust straight toward the hospital. A flurry of expletives flew from Rex's mouth at the Spartan's head start, but he had enough mind to come up with an idea on the fly. With one of his Block Party generators morphing into a Smack Hand he reached out and grabbed hold of Carmen.

She let loose her own expletives at the manhandling, "What are you doing!?" she barked.

"Stop him!" he yelled before chuckling the gynoid across the driveway at the Spartan.

She squealed the entire length of her flight but amidst her tumble through the air she managed to right herself well enough to latch onto the back of the Spartan just as it made it to the front doors. The sudden lurch from the added weight on its back caused the Spartan to stumble forward, slamming clean through the doors to crash into the ground within the main lobby of the hospital.

Nurses and the like scattered as glass and debris were showered on the ground while the two androids wrestled for dominance at the entrance. But the Spartan proved the better of the two, grabbing hold of Carmen to tear her off its back and slam her into the floor. It pulled back its other hand, fist clenched tightly to strike down at her but another metal fist slammed into the back of the Spartan's head, that of Rex plowing straight into it. Rex's momentum had him stumbling forward after the blow but it succeeded at giving Carmen that chance she needed to slip out of the Spartan's grasp.

"Spartan! Stop!" barked Carmen as she backed away from the larger android, "I won't let you destroy the original! _You will not get to Carmen!_ "

" **I must complete my mission!** " it barked back.

At its side, the piston-powered pile bunker was pulled back with an audible 'thunk', it was a noise that prompted Rex to bring out a Block Party gauntlet once more.

Stomping down the Spartan threw its fist forward, launching the pile bunker forward as its fist slammed headlong into Rex's rising barrier.

The Block Party held up well enough, but Rex could feel the pounding force of the piston against his shield. The Spartan pulled back for another shot, but a yell from Carmen broke its concentration. She leapt up and over Rex, using his barrier as a springboard to launch herself above the Spartan. The Spartan reached out, attempting to stop her, but Carmen had already weaved about mid-jump, grabbing hold of the dark blade that had been sticking out its side. Pulling the blade free she bounded about the Spartan's frame, pulling herself to the other side where she slashed out with the blade. It staggered at the blow but Carmen's eyes were on another part of the bot. With a yell, she drove her blade into the housing of the pile bunker, rending through its metal and tearing into its more delicate features. It didn't take much to render the weapon useless as it sputtered wildly, the black blade now lodged into its inner workings.

Irate at the loss of its weapon the Spartan threw its entire weight forward and into a nearby wall, slamming Carmen into it along the way. The blade snapped on impact and sandwich the gynoid between the Spartan and the cracked wall, but a timely intervention from Rex helped Carmen squirm free.

A free-for-all soon erupted between Rex and the Spartan, with the two of them exchanging fierce hard-knuckled blows. Rex got off most of the hits, his Smack Hands slamming hard into his larger opponent but the Spartan was not ready to call it quits and retaliated in kind. It managed to get a good hit in after blocking a blow from Rex, sending the boy into Carmen who tried to help.

Both ended up in a tumble that sent them down an adjacent hallway, while the Spartan tried to rise, though its movements were staggered. Exposed wiring and crippled armor riddled its body, it's long fight with Carmen and Rex finally taking its toll on it. Still the Spartan pushed on, stomping down the hallway toward its goal.

With sensors zeroing in on the signal the Spartan identified its target, running pass terrified doctors and nurses toward a single room at the end of the hallway. It's trek though was interrupted when Rex and Carmen leapt on its back, throwing it for a loop and into a wall.

"Rex, get ready to take it down!" yelled Carmen as she gripped mightily across the Spartan's neck.

"What you got planned!?" Rex said, his metallic hands clenched about the Spartan's midsection.

"Just get ready!" she said, pulling at the armor on the Spartan's neck.

Under normal circumstances Carmen wouldn't have the strength to peel away the Spartan's armor, but in its battered state she managed to tear away just enough of it to expose its circuitry, particularly its interface system. With a flick of her finger her USB port appeared and she jacked into the rogue mech. Her mind was immediately assaulted by the Spartan's internal defenses.

"It's nothing like the Quadruped! It's system firewall is tough! Won't be able to bring it down!" she growled as she hacked, though despite her pained expression a wry smirk poked through, "Good thing that's not my aim!"

Despite having both teens hanging off it like leeches the Spartan trudged further down the hallway, slamming aside anything in its path until it eventually reached the end. A simple door lay between it and its prize and it reached forward to claim it.

"No, you don't!" barked Carmen, before a surge of code ran through the Spartan.

Carmen's rogue interface infiltrated its systems, with the glow in its chest slowly abiding, as if losing power. However, the Spartan still had enough mind to reach out and grab hold of Carmen, flinging her to the side.

"Carmen!" called out a worried Rex.

Carmen though quickly found her voice to tell him, "I deactivated its pulse generator! Your nanites should be able to shut it down now!"

"You did!?" he called back.

" _Hurry!_ " barked Carmen.

With a resolute nod Rex replied with a "Right!" before retracting one of his large metallic hands. He turned and lunged for the Spartan, who had just managed to push through the doors ahead of it, and clasped his hand on the Spartan's metal hide. A stream of nanites poured into the Spartan, this time unabated now that its defensive systems had been stymied.

A full-scale system shut down ensued but despite even that the Spartan reached out to the sleeping form within the room, inching ever closer.

"You're done!" barked Rex.

At his call Rex's nanites encapsulated the Spartan, cutting off its main power source. Disconnected from its energy the Spartan lurched forward, its metal hand falling short of the one before it.

Even so, its defeat came with a surprising twist, " **M-m-miss-ssion… c-c-c-com-p-p-plete…** " it muttered before finally toppling over.

With a long sigh Rex felt the tension in his body flow out of him, finally able to relax now that the Spartan was down for the count. He looked beyond the downed android, spying its apparent goal. As did the other android nearby.

Her optics were trained on the sleeping form in the hospital bed just before her. In the bed, as if a mirrored picture frozen in time, lay Carmen, the original, dead to the world around her beneath the sheets of her hospital bed.

For a time neither said naught a word, simply standing in silence with but the occasionally beeping from the many machines within the room that monitored the original's vitals. Eventually though Carmen spoke up as she turned to Rex.

"Let's get going." She said, then looking to the Spartan, "We need to get him out of here anyway. This place has had enough excitement for one day." She said, walking over to the down android.

"… sure." Replied Rex, moving to help her.

In time, the Land Spartan was slowly being loaded into a Providence container unit attached to a nearby Jump Jet. Meanwhile a few feet away Rex and Carmen were in discussion with Six and Calan.

"Good work you two." Came Six, "Cutting it a little close, but good work nonetheless."

"Yeah well, probably would have taken it down sooner if… I had accepted a little more help in the beginning." Rex relented, "You were right. Guy was tougher than I thought." He told Carmen.

"True, but I wasn't in the best shape out there either." Came Carmen, "I really can't do much with my systems locked. So, I suppose your builds are necessary, some of the time."

"Well what do you know, a compliment." Came Rex, "Sorta anyway." He added.

"Don't get used to it buddy. It's not like I'm completely defenseless."

Rex rolled his eyes but smiled nonetheless, "Well when you're ever in trouble you can call me to bail you out."

"I'll try to keep that to a minimum."

"Regardless the Spartan was taken down and we'll take it back to Providence for a full diagnostic sweep." Replied Six, "We need to figure out what exactly set it off."

"Yeah, among other things." Carmen mention, thinking back to a few minutes before, " _What did it mean by "mission complete"?_ " she wondered, taking a long gaze as the inert android as it was loaded up.

* * *

Within the pristine white office of White Knight, the titular leader of Providence opened a video channel with the tower room of the base.

"Holiday, update." He beckoned as the visage of Holiday appeared on-screen.

"Unfortunately, nothing." She replied, "We weren't able to gleam anything from the Land Spartan's memory logs."

"You have a fully staffed team now you know." Replied White Knight, "And considering it's the very team that created the thing in the first place I'm surprised you've come up empty." He said.

The screen then panned out to showcase several other people in the room around Holiday; the supervisor and engineers of Defector Regionals, now decked out in Providence inspired uniforms.

"Not for a lack of trying." Replied Holiday, "Unfortunately the Spartan's memory logs have been completely wiped."

"Rex? When he shut it down?" White asked.

"No. Well, not entirely. When Rex shut it down a final program kicked in, designed to wipe the Spartan's memories clean upon deactivation." She explained.

"So, you can't confirm exactly what initiated its rogue response." White Knight replied.

"No, but we can confirm that an outside force had a hand in that response."

"This Dr. Benedict?"

"That's a strong possibility, but since we can't get in contact with the doctor we can't be entirely sure."

"Then we need to locate Benedict as soon as possible."

"Indeed. But more importantly, we need to know why the Spartan was given specific orders when dealing with Carmen. There was much more to this than the Spartan gaining the ability to think for itself." Replied Holiday.

"What was she able to tell you?" asked White.

"Carmen knew about Dr. Benedict during her time in the Renegade Project, but she rarely met him." Replied Holiday, "Wright worked on her for the most part. So, she wasn't able to tell us much."

"What about the other two scientists?"

"Same as Benedict, if not worse. We don't know anything about them considering what little data we've been able to gleam from the Renegade Project and without a legitimate legal inquiry we can't force the founders of the project to give us that data."

"We'll have to work on that." He said, "In a few minutes I want all special agents gathered so that we can go over the events."

"Gotcha."

And as such Rex, Six, Carmen, Jungle Cat, Bobo, and Holiday were all situated in the tower all staring up at the large view screen as White Knight appeared overhead.

"Congratulations are in order." Replied Knight, "Even if things were chaotic in the beginning."

"Well I'd like to see you do something out there Dairy Man." Came Carmen.

"Keep dreaming, takes a lot to get White out of that office." Replied Rex.

"It's not my job to do your job." Came White, "Still, despite it all, you were able to come together when you needed to. So good work. But it's obvious there is friction with you and other members of Providence." He said to her, "And I plan on dealing with it."

"How so?" asked Carmen, "More armed guards? Maybe you'll get a ball and chain next?"

White Knight took a pause to order his thoughts before he continued, "I will admit that I have been… less than ingenuous of your place here in Providence."

Carmen took a hand to her cheek in mock surprise, "Why I never realized that you don't trust me for beans? Who could have thunk it?"

"For good reason." He added, "However, regardless of what I think, you _are_ working for us so I need to treat you as a member of Providence and less a fixture."

"Really now?"

"Yes. As with all our special agents they are usually paired with a partner to better play off one another's strengths and weaknesses." Replied Knight, "Thus you need a permanent partner as well. Besides, it also means I don't have to pull agents from their assigned duties to keep an eye on you."

"Fine. But with who, Rex?" asked Carmen, giving the boy in question an unsure look, "I mean… _really?_ "

"What? Am I not up to snuff or something?" Rex asked, "I do remember pulling your metal booty out of the frying pan."

"You were just the blunt force. If it hadn't been for me then you wouldn't have been able to shut the Spartan down."

"You know, I could have taken that thing down one-on-one but we were on a time constraint."

Carmen rolled her eyes, "Only I was able to pull off."

"Yeah, when you had your weapons!"

"Which just means my weapons are better than yours!"

"Yeah, well I'd like to see you _prove it!_ "

"Oh, just _wait_ until my systems are online! Then I'm going to put you to _shame!_ "

"Oh, _really now!?_ "

"Yeah _really!_ "

"Bring it!"

"Oh gladly!"

" _Ahem!_ " came White Knight with pointed clearing of this throat, "Actually I was planning on having Carmen partnered with Jungle Cat." He replied.

Carmen stopped mid argue to look up at the furry ball of teeth and claws that was Jungle Cat, who smiled down to her, "Partner."

"Ah… huh… really?" she asked, "… I guess that's okay?" she replied lamely, while the Evo put a claw to her shoulder and gave a nod of approval, "Although I am surprised that White Knight has decided to pair us together."

"Like I said, special agent partnerships need a counterbalance to play off the strengths and weaknesses of both. You and Rex however are too alike, in both respects. So, you two won't work well together. Though to be honest Rex is a lot more manageable."

"Did you insult me or not?" Carmen asked.

"Take it as you will." Replied Knight.

"Even so, you two _can_ work together when you want to." Replied Holiday to Rex and Carmen, "As bad as your personalities clash with one another you're not a complete lost cause."

"Did _you_ insult me or not?" Carmen asked.

"Take it as you will." Replied Holiday.

"Hey, what about me?" came Rex.

"Take it as you will." Replied Holiday with a chuckle.

Both teens let out overdrawn sighs, realizing they were fighting a losing battle.

"I guess I should be happy." Carmen replied, "It's better than having a bunch of laser sights trained on me wherever I go. So yeah, partners." She said, placing a hand upon the shoulder of her hairy cohort.

"Good. Now with that out of the way we can move on with discussion on what the Spartan's true objective was." Replied Knight, "There are too many unanswered questions to call this 'case closed'."

"Whatever its programming was it was an obvious attempt to get me out in the opening." Replied Carmen, "The question is why."

"Black Knight maybe?" asked Rex, "Maybe she hacked it and sent it as a decoy?"

"She didn't show up though. If capturing me was the objective then she missed the opportunity to do that. Besides, something was off. As powerful as the Spartan is it's just doesn't make sense to make of mess of things as it did if it was trying to capture me." Replied Carmen, "So it doesn't seem so much as if the Spartan was guided as if… it was given a chance."

"You cannot stand there and tell me that all of this was _its_ idea." White Knight interjected, "Impossible."

"No, improbable." Replied Holiday, "But in the time between the shutdown of the Renegade Project until now there is a chance that its mental computations were enhanced. And thus, it _learned_ how to disregard orders of its own "free will" so to speak."

"Then that means this could happen again to androids of a similar nature." Replied White Knight.

"That's if more companies have invested time and resources in continuing the Renegade Project behind the scenes."

"I want names of every company involved in the Renegade Project and any android they were working on as well as their status."

"We'll need a lot of access for that White Knight. What we've been able to gleam is miniscule." Replied Holiday.

"Fine, I'll get the authorization. We're too in the dark about the Renegade Project and that needs to change."

"Guess this little adventure is just starting then." Came Rex, "At least we won't get bored."

"Try not to get yourself slaughtered out there. The Land Spartan was only one of the droids created. There were a lot more and they're all powerful." Came Carmen.

"Don't worry too much about me. I don't plan on underestimating them again." Replied Rex, "You're the one who has to watch herself until she gets all her weapons back."

"Which won't be long, trust me."

"I pray for my sanity when that day arrives." White Knight sighed before his view screen shut off.

"He's always a joy to talk to." Came Carmen.

"You'll get used to it." Holiday said, "But Carmen, there is something I want to ask you about."

"Yeah?"

"You interfaced with is systems, right?" Holiday asked, "Did you learn anything."

"I only had access for a few moments, but I didn't get much from it, save for some scattered messaging." Replied Carmen, "But after going over what little I saw and can say this much… its mission wasn't one of destruction for either me… or the original."

"Then what did it want?"

"I don't know. Its thoughts were too much of a jumbled mess. But whatever its reasons it wasn't just going through the motions. It gave it its all to complete its mission. It was determined."

"More like _demented._ " Came Rex.

"Maybe. And if other companies are pushing into the same territory that stymied the project before, they could unleash emotionally unstable androids with the power to decimate entire city blocks in short order." Replied Carmen, "The Renegade Project was stopped for a reason. They're playing with fire, with something they don't understand… or can control. They haven't learned from past mistakes which means it's up to me to stop them."

"Don't think you'll be getting all the fun." Replied Rex, "They might not be Evo but trust me when I say I'm used to crazy."

"And now that we are partners it is my job to keep an eye on you." Replied Jungle Cat, "So don't believe this battle is yours alone."

"They're right Carmen. You're part of this team." Replied Holiday, "Whether you trust us or not, we're here to help."

"… guess that's something I have to get used to." Carmen. said, "Still, there's more to this than we're getting and don't like being strung along."

"Then let's find this puppet master and snip his strings." Replied Rex, "How about it?" he asked, hand stretched out to her.

Carmen looked at the hand and then at Rex, the boy in question giving her a cocky grin. However, there was a sincerity too it that Carmen noticed as well.

"I have a feeling we're gonna butt heads a lot." She said, "But maybe… that's not such a bad thing." She said, taking that hand that was held out in front of her.

"Well, I see it this way. I might actually have some competition now."

" _Might?_ Trust me Rex, I'm going to dethrone you as Providence's secret weapon."

"I can't wait to see you try."

"Just make sure you're ready."

He gave her a curt nod, which she returned.

Settling in on a relationship they were sure would have its ups and down, Rex and Carmen couldn't deny that they had gained respect of one another. It may have started off rocky, but in the end, they realized they were in this fight together and it was better to be side-by-side than opposing. Besides, now knowing that someone was pulling the strings behind the scenes meant thy had more important things to worry about.

The battle with the Spartan was just the opening act. The two had many more trials they were going to have to face and only together would they have a chance to succeed.

* * *

Took a while to get to chapter underway, I've really been trying to make sure things move in a concise and smooth way. Hopefully the other chapters don't take as long once I get a handle on things. Until then, enjoy.


	3. Rocky Relationship

Generator Rex Generations

Episode 3

"Rocky Relationship"

Tucked away in the south-east corner of china, a shining city of lights illuminated the night sky. Known as the "Pearl of the Orient" the super populated city of Hong Kong was a beacon of human culture and activity. But even the brightest of cities had their shadows, shadows that hid even darker intentions. And it was up to an unlikely duo to shine a little light on the city's dank underbelly.

"Not a bad place, at least from up here." Replied Carmen Wright, the android teenage weapon.

"Everything looks better from on high. Don't be fooled by initial circumstances." Said that of Jungle Cat, the Evo feline of teeth and claws.

"That's why I said, "At least from up here."" Replied Carmen, a tone of indignation in her voice, "I know that humans like to bury their dirty business."

"And it's our job to unearth it. That's why we're here."

"I know that. Don't need to point it out." Groused Carmen.

"No need to get upset. I was simply reiterating our mission."

"More like you were talking down to me."

"I wasn't. Must you take things so hastily? You're so defensive."

"I just don't like to be treated like I don't understand the situation." Carmen interjected, "I might not have all my systems up and running but I'm still a sophisticated combat android. I was designed for situations like this."

"And apparently with a hot temperament as well."

"It's called being strong-minded." She growled.

"More like thin-skinned." He said.

Carmen's growl deepened though Jungle Cat stood unimpressed. Eventually she took a long sigh to calm herself. There was no point in getting into an argument with her furry companion. They were teammates today and she had to at least try to get along with him.

Still…

"You know, if your teeth were as sharp as your tongue you might have actually beaten me before." She said, with a smug smile following when she saw him grimace.

Her defeat of him still irked him, something she knew full well, which is why she tended to bring it up from time to time. And since Jungle Cat was not one to make excuses he never argued the issue, even if it grated on his nerves.

"Anyway, let's head down there and see what we can unearth." Replied Carmen.

"Remember we must be inconspicuous. We cannot let out enemies catch wind that we are of Providence or we might lose their trail."

"I'll be just fine. It won't be a problem for me to fit in with the humans." Replied Carmen, "You on the other hand are an oversize throw rug with an attitude. I don't think you'll blend into the crowd."

"I don't plan on being in the crowd." He said, stepping to the edge alongside Carmen, "We both have our separate roles in this mission and I know which is mine. I hope you know yours."

"I told you I don't need reminding. I'll be fine. Trust me."

"Trust is something that's earned." He said, "And you have yet to achieve that."

"… likewise."

A sharp look was shared between the two but naught a word was spoken. There was no need. Their feelings were perfectly portrayed between them. In time though they eventually broke eye contact and leapt down from the rafters an into the streets to disappear into the night life.

Meanwhile back at Providence…

"Are you sure it was a good idea to send them on such a sensitive mission their first time together?" asked Holiday to the projection of White Knight on a large view screen, "They haven't had much time to get to know one another after all."

"We don't have the luxury of waiting around until they become "besties"." Replied Knight, "Things didn't immediately get back to normal after the fall of Black Knight's reign. As we've learned from the secret vault at the research facility, Black Knight has stockpiled a lot of armaments and special items; Black Pawns, mechanical monstrosities and the like. Our base in Hong Kong was particular packed and recently it's been ransacked."

"Black Knight?"

"No… or at least we're not sure. A lot of the thefts happened during the time before Carmen's release, when Black Knight was in hiding. And while it's possible that these thefts are connected, personally Black Knight couldn't have been involved. The time-line doesn't match."

"That could also mean that these thefts are not connected to Black Knight at all, and instead there being a third party."

"I don't want to think that a highly secured military facility like ours could be so easily broken into, but things were chaotic following Black Knight's defeat a month ago so I can't rule it out either." Replied White Knight, "Because of that sending those two to investigate was the best choice. Jungle Cat is a skilled infiltration expert and while Carmen is pretty much the exact opposite of that, her ability to hack into computer systems makes her invaluable to rooting out the cause of these high-tech thefts."

"I suppose so. I just hope they don't run into problems as they try to feel one another out." Holiday mentioned.

"They'll have to sort things out as they go. Hopefully the information they've acquired from the Hong Kong base can smooth things over as they try to get to the bottom of things over there." Replied Knight, "Furthermore, there is much more going on than just our own problems. There is a mystery behind Carmen that an unknown party is playing at."

"Our so called "Puppet Master"." Replied Holiday.

"Exactly. As such we need to make sure we know exactly what's going on with Carmen at all times."

"Is that why you paired her up with Jungle Cat? To have someone to keep an eye on her?"

"… I think it's safe to assume that the attack of the Land Spartan was not meant to destroy the original Carmen, but to drag the gynoid out into battle. And my best guess, it was to see if her abilities had been unlocked or not. As such someone is out there, beyond Black Knight, trying to get their hands on the gynoid. And if whoever this is has the power to hack a powerful android like the Land Spartan, right under its manufacturer's nose, then it stands to reason that similar attacks can happen." Knight explained, "Right now Carmen is too valuable a piece to be taken off the board, so she needs to be kept watch until we can secure the Omni Nanite research; we have to take all precautions."

"But you'll never gain her trust that way." Holiday interjected.

"That's not my job. That's yours."

Holiday's look was stern, but she didn't argue it. Instead…

"I will gain Carmen's trust. But in my own way. Regardless of how you'd prefer." She replied.

"… as long as the result is us acquiring that data you can go about this any way you want."

"You know sometimes I just wished you'd be more honest with your…" began Holiday, though she was cut off when the view screen went dark, "… I suppose that'll take a while then." She sighed before moving to another view screen.

The screen flicked for a moment before another familiar face popped up on it; the face of Caesar Salazar.

"Caesar, I'm glad I could reach you." She said.

"Of course, Holiday, and I'm glad that I can be of help to you." He said.

"Have you the items I requested?"

"It took some time but I managed to piece together most of the equipment you'll need for your experiment with the CA4-6M-09N."

"More like a surgery. And her name is Carmen." Replied Holiday.

"Sorry. I tend to refer to A.I. units as simple objects, despite several instances of them evolving beyond that." He said, "As such I am surprised you only asked for my aid with the physical tools for your… investigation."

"How so?"

"Wright was a veritable genius when it came to A.I. construction. Even I don't understand it at the same level as he did. Still, I am more than capable of traversing digitized storage. In fact, I don't doubt I could navigate the complex circuits of Carmen to…"

"I know what you're getting at Caesar and I won't be needing your help on that."

"I see. Though if you're concerned about this "deal" you made with Carmen we could always attempt a download when she's unaware. It wouldn't be hard to shut her down, only temporarily, to explore her mental state and find the data."

"I don't doubt that you could pull something like that off Caesar. But this is more than just "acquiring data". Carmen is a unique lifeform and needs to be treated like that. There is a reason all your previous attempts haven't panned out the way your wanted."

"… I suppose that even if one understands the logistics behind an A.I. construct that doesn't mean you'll understand how they'll interact with the world around them. Too many unknowable variables."

"It's a bit more than that, but regardless let's just try this my way."

"Very well… I will assist you anyway I can, but you will take the lead on this."

"Thank you."

"One question however? What are you expecting of this… relationship?" he asked.

Holiday fell silent for a time as she tried to answer his inquiry. Eventually she spoke up and explained to him…

"I doubt I'll… connect with Carmen the same way her father did. And I doubt that Carmen will do the same for everyone else. And I would be lying to myself if I said I was doing this all solely for her sake. My intellectual curiosity it peaked by Carmen's "humanity" so to speak. But because it's peaked is the reason why I want things to proceed carefully." She said, "I want to see Carmen evolve. And I believe that she has the capacity to do so. But things can only evolve if they are given free rein in their environment. Carmen has the right to live… but whether she has the ability to do so is the question. And as a scientist nothing excites me more than to test that."

"And if she should fail to do so?"

"That's why I'm giving her the best environment to thrive. So that she has the best chance to succeed."

"I must say I'm… a little surprised by that. Such open candor."

"We're only human Caesar. Even for the brightest among us."

"I suppose that's true." He replied, "I've always felt that I should live above such a notion precisely because I wish to learn the mysteries of the universe. But maybe the best way to learn more about the world that we live in is to be more in tune with its complexities." He replied then gave a short chuckle, "Now you've got me intrigue with your little experiment. As such I'll make sure only to supply you with the best tools I can create to help with Carmen's awakening."

"Thank you, Caesar." She replied, "But as a word of warning, don't mention it like that around her. Carmen is strong-minded and she also has a temper."

"Indeed." He said before the screen faded to black.

"He's right about one thing. She could fail." Holiday murmured to herself, "Even in the most optimal conditions there's not a 100% guarantee that things will work out well. There are too many unknowable variables. And anything could set off a negative reaction. But… that's what makes it fun. I want to see Carmen succeed. For herself, for me, and maybe even… for the world. So, all I can do is give the best I can for her and hope things work out well."

* * *

Regardless of what Holiday's end game was, she first and foremost wanted to help Carmen as much as she could. But for now the only one that could help Carmen was herself, considering now she was by herself as she traversed the city streets of Hong Kong. She wasn't lost in any way, considering that she could read every street sign and billboard with her universal translator. No, she was scouting about, trying to blend in while also trying to get information on the things going on in the city.

After having recently visited the Providence base of Hong Kong Carmen had been informed by the agents working there that someone had made off with several weapons, vehicles, and equipment from the base during the time that Providence was reestablishing itself. Without the Consortium to back the bills Providence needed a new stream of revenue to keep it afloat. Fortunately, many world governments had seen Providence as a necessary deterrent against extraordinary threats, even if Evo didn't rule the landscape like they once had. The world was evolving and so was its criminals. So, the world's defenses had to evolve as well. As such many world governments either helped to fund Providence themselves or forced the companies that were once a part of the Consortium to continue to supply Providence with whatever it needed. So, while there was a significant change on how Providence operated the change wasn't so significant that it drastically changed Providence itself. More so Providence would have to answer more… specific calls by the various governments that supported it.

As such when parts of Providence were being ransacked by an unknown force the organization had to deal with it in a manner beyond their own personal stakes. This was also a matter for the government of China who now backed the branch of Providence in Hong Kong.

"They're just as much mad at losing their "toys" as Providence itself is." Muttered Carmen as she weaved through the crowd, "And I'm on a glorified scavenger hunt to find them all."

Compounding the fact was that she couldn't get help from the agents stationed at the base. If the people of Hong Kong saw Providence Agents running around essentially trying to find their stolen equipment it would make the organization look bad. This was especially bad at a time that people were only just recovering from Black Knight's attempted global coup. Until Providence could fully gain the people's trust back they couldn't receive too much bad press.

"So now I have to run around by myself and solve this so that Providence can keep face."

Truth be told she wasn't by herself, even though she walked the streets of her lonesome. She couldn't tell exactly where, but she had a pretty good feeling that someone was following her. Then again, she also had a pretty good idea as to who that someone was.

"I have to admit, that Jungle Cat is good at playing hide-and-seek. My sensors can't tell where he is at all." She thought, "Although if I had my full spectrum of sensory functions operational I probably could find him easy."

But since that was something beyond her reach for now she would have to rely on her regular old senses and crack intuitive skills.

"And now… I'm completely lost." She muttered.

… well, even though she could read the streets signs and speak the language Carmen was still in an unfamiliar city with nobody to really guide her. That and she had to be subtle with her questioning. She couldn't come right out and ask "Hey! Have you seen a bunch of stolen Providence equipment laying around?"

The most information the Providence agents at the base had given her was that there had been a rise in gang related activity as of late. Normally this wouldn't even be a blip on Providence's radar. The local governments dealt with crime. But one of the gangs that had risen to power had come out of thin air and had risen to power unnaturally fast. As corrupt as any one city could be this dark influence was just too abnormal. The only way that could happen is if it had a huge advantage.

"The swell in gang activity happened just a week or so after Black Knight fell, around the time that most of the Providence equipment went missing. So, it doesn't take a rocket scientist to conclude that these gangs either had a hand in the thefts of Providence's tech or are being supplied it." She thought.

It might not have taken a rocket scientist to figure it out, but one wouldn't be able to figure out how Carmen was going to find these gangs that allegedly were using the stolen tech. She tried asking several passersby about information on the gangs, but they either didn't know much more than Carmen did or didn't want to tell.

"I guess if these gangs are as much of a growing threat as they appear than I can't expect people to come right out and say anything on it. Too scared." Carmen thought, "At least as long as I ask the normal folk. Guess I'm going to have to get down and dirty if I want answers."

To get those answers Carmen trekked through the seediest part of town, a place known well for criminal activity. And it didn't take Carmen long to run into some of that activity. As she was walking pass an alley way she could sight of several men bursting out of nearby side door, money and trinkets shoved into oversized bags. A smirk lined her features and she raced off into the alleyway after them.

She trailed them for a time until they noticed her behind them, the group skidding to a halt further in.

"Hey boys, fancy meeting you here tonight. You wouldn't have happened to filch any of that, did you?" Carmen asked in an upbeat tone, "Because you know that's against the law if you did."

The group shared a quick look before pulling out various means of bodily harm; chains, bats, knifes, brass knuckles and the like.

"Oh… and you've got a few weapons to boot. You sure are prepared scum." She said in a sing-song tone, "Okay, so who wants to go first? I'll give you a free shot."

A brass-knuckle wearing crook growled at the snarky reply and rushed Carmen, fist pulled back to crack her jaw. And he landed the blow well enough, knocking Carmen's head back with a 'crack'. Although the only thing that 'cracked' was the crook's knuckle, even with the brass-knuckle over it. He stumbled back, crying out in pain while the recipient of the punch, Carmen, looked no worst for wear.

"You didn't hurt your hand, did you?" asked Carmen as she recovered from the blow, "Oh well, I'll just have to make sure the rest of you is pummeled to match." She said, looking unfazed.

Growls rose up from the group before they rushed her, with the chain wielding crook whipping around his weapon like a cattle roper. He let the metal fly, where it spun around Carmen's arm, holding it fast. She was then assailed by a bat wielding crook who came down on her hard and fast. However, his attack was stopped cold when Carmen brought her arm up, blocking the hit.

Kicking forward she booted her bat-wielding foe away then drew her attention to the chain around her arm. She gave a mighty tug, nearly pulling the assailant off his feet, the burglar stumbling toward the gynoid. A metal fist soon came flying toward him, with Carmen scoring a heavy hit across his jaw. The bat-wielder had soon recovered and attempted to charge her but with a whip of the chain still on her arm Carmen caught him in the chest, knocking him back once more. But coming in quick from the side came the knife handler, thrusting forward with all his strength to Carmen's mid-section.

What he got for his actions was a snapped blade, a surprised face at his weapon's breaking, and a fist to the nose. She then turned to her first assailant, who was still gripping his hand in agony.

"Now then buddy. I'd like to ask you a few questions." She replied, grabbing him by his shirt and bringing him in close, "You part of any of these gangs running around the city?"

The crook's reply was a flustered mess of pained grunts and nonsensical ramblings as he was still trying to wrap his head around everything that was happening. Carmen however was impatient and gave him a good shake.

"I don't have all night buddy! I know this city's been buzzing with you crooks as of late and I want to know who're the ringleaders!" She said, shaking him once more, "Now who do you work for and where can I find him!?"

Her deeper interrogation had the man panicked and incoherent, which only proved to annoy Carmen. It also proved to distract Carmen as she never noticed the bat wielding crook slowly maneuver himself behind her. And when he was close enough he brought the bat down hard, aiming to take her head clean off. But a shadow intervened as he brought the bat down, said bat caught mere inches from Carmen.

Carmen was quick to turn around to see her attacker and her defender, the latter being Jungle Cat himself who held the former's weapon tightly in paw.

"Bad move." He said, before releasing a feral growled and tearing the bat from hands of the burglar.

And with no weapon to protect himself with the burglar was defenseless at the coming backhand swipe that knocked him into a nearby wall, where he slumped down cold.

"Are you okay?" Jungle Cat asked.

"I'm fine." She replied, "But don't expect a thank you."

"I wasn't. But I did save you."

"Please. The only thing that would have happened is that his bat would have broken on the back of my head and he would have made me angry."

"Not all that hard to do."

"Funny. Look, what are you doing here anyway?"

"I'm your partner. It's my job to look after you, especially when you're not paying attention."

"I have this well in hand." She said, throwing her interrogee to the ground as she stood up to glare up at the large Evo, "So you can go back to whatever you were doing before you decided to butt in to my investigation."

"Investigation? Looks more like you were yelling and barking. And getting nowhere with it I might add."

"Well don't add. And at least I'm doing something productive instead of slinking around in the shadows."

"I do not slink. I stalk."

"You creep is more like it."

The furry Evo rolled his eyes at the jab, "Look, we have more important things to do then argue. So, let's just get on with it."

"Then what's your big plan on getting information?"

"Wait a moment. You'll see."

"We don't have time for your hair-brained ideas. We need results. And we need them fast." Came Carmen, giving the Evo a snort of indifference.

"We will get results once we figure out where the headquarters of one of these gangs are." He said.

"Don't you think that's what I've been trying to do? And I would have eventually shook the information out of this guy."

"What guy?" he said.

Perplexed Carmen looked about, taking quick note that the man she had been interrogating was nowhere to be found.

"He's gone!"

"Obviously."

Carmen gave him a sneer at that, "You distracted me!"

"You're the one that lost focus."

"No, the only thing lost is our source of information! Now what are we supposed to do, huh!?"

"Follow me." He said.

"What!? What are you talking about!? Hey!" she called out as Jungle Cat plodded away.

She was quick to follow, but her irritation was evident in her voice, "Don't just ignore me like that! What is up with you!? And where are you going!?"

"Please be quiet."

"Don't tell me to be quiet!" she growled, "You pop out of nowhere, let my catch get away, and then demand that I follow you who knows where! So, I won't be quiet! I want an explanation!"

"You will get one once we finish following him." Came Jungle Cat, prompting a surprised look from Carmen.

A couple of blocks down the street she spied her catch, the burglar jumping atop a small motorcycle and revving the engine.

"Now hurry before we really lose him."

Carmen gave a firm nod as she and Jungle Cat took to hot pursuit of the escaping burglar.

The duo took to the roofs to avoid the ever-frantic eye of the thief while he stumbled through the winding alleyways of the city. Fortunately, even without all her systems activated Carmen was a superb gymnast and could leap across the city rooftops with relative ease.

She careened around a long pipe, sailed over billboards, and slid down railings in a madcap parkour run across the roofs. She was practically flying as she flipped and twisted through the city's upper levels.

Her skills though didn't hold a candle to the animalistic stylings of Jungle Cat who soared pass her with an air of predatory skill. Digging his dagger-like claws into the side of a building he slid down a narrow space between them then leaping up as he swung across a fire escape and across to another roof. He moved with such a primal purpose it almost looked like he was on the hunt rather than just following some wayward robber.

"You have this look in your eye like you're gonna eat that poor fool." Came Carmen, "You miss dinner?"

"I'm just focused." He said, grunting at her, "Besides, human tastes terrible."

"… that would imply you've tasted human before?" she asked.

He didn't reply to her directly, but something about the look in his eye made her wonder.

"You know you never explained why we are even chasing him down like a rat anyway?" she asked, "Let's just grab him up and shake loose the info we need."

"He's just a small fish, but we can use him as bait for the bigger catch." Replied Jungle Cat, "It's easier to let him lead us to his boss then try and interrogate him for the information."

"Well you could have just said that then instead of barking at me to get a move on."

"Don't have time to point out every little thing."

"No, you just think you can order people around because of this overinflated "lone wolf" thing you've got going on."

"One, I'm more a cat, hence the name, and two… you shouldn't throw stones in a glass house."

Carmen gave him a glare at that little crack, "Well you shouldn't…" she began.

"Quiet! Look!" he called, interrupting her.

Although annoyed she followed his call to peer down and spy the burglar parking alongside a large building, a night club from the looks of it. There was a long line to get in, but the robber pushed his way pass the crowd up to the bouncer. The burglar swiped a card of sorts and the bouncer seemed to know who he was right away and let him in without a problem.

"Now what?" asked Carmen, "I doubt we'll be able to keep up the stealthy approach in a place like this." She said, "Even though I can pass as human I don't think they'll let me in, and you… well I think a big hairy monster is going to draw some stares to say the least."

"I'll find a way to get inside." He replied.

"Good luck with that." She said, looking about the building for a time, "Although" she began, realizing something, "There might be a way to get inside that doesn't draw attention." She said as a thought struck her, "This time you follow my lead."

In doing so the duo slinked around toward the back until they came to a large service entrance. As they walked up to the large entrance Carmen's attention was pulled to a smaller one, an employee entrance, specifically the door handle itself.

"Glad my hunch was on point." She said.

"What do you mean?" asked Jungle Cat.

"This place is pretty swanky and big, and looking at how the bouncer was letting people in with that key card I wondered if the other doors were similar, and sure enough…" she said, pointing to the door handle, "Electronic Lock." She said, showing the keypad lock on the door.

"Don't you need a passcode for that?"

Carmen gave her hairy companion a snort, "Who needs a passcode when you can do this?" she said, her finger tips opening to reveal several small wires with USB ending points.

The wires snaked their way around the keypad, finding small openings in the side and top, slipping in to interface with the inner workings of the keypad. Once hooked up lines of code flashed across her HUD command which quickly translated to an opening sequence. From there a signal was sent back to her hands which promptly broke the passcode, with a green-lit beep to signify entry.

"And done." Came Carmen as the door swung open.

"Good work." Replied Jungle Cat.

"Well it's about time you recognize my abilities and…" she began, but Jungle Cat had already sauntered pass her and into the building, half ignoring her self-praise, "Hey, wait a second!" she called after as she followed.

It didn't take long for the sounds of music to catch their ears as they slowly moved through the back of the building, where eventually the duo came across a door that connected to the bathroom area.

"Like I said, I think I can blend in from here. But you… well…"

"Don't worry too much about me. I won't let anyone spot me. You on the other hand see if you can follow up on our lead by finding out where that thief is."

"Sure. Time to get my groove on."

"Don't get distracted."

"You don't have to remind me." She said with an overt eyeroll, "My head's in the game."

He gave something of an understanding snort before hefting himself up the nearby wall. In little time he had disappeared into the rafters, leaving Carmen to push her way through and into the crowd of clubbers.

The place was in the swing of things, the dance floor was alight with passion as bodies grinded to the heavy beat of the music. And while Carmen's head was "in the game" as she put it, she couldn't help herself as she let the music take her.

Her body swayed as she moved through the congregation of dancers, moving with the blinding lights and pumping sounds.

"Just because this is a mission doesn't mean I can't have a little fun." Came Carmen as she got into a dance off with a group of people, "Can't make it too obvious I'm looking for someone or I might blow my cover." She convinced herself.

However, a less than convinced Jungle Cat was watching her from up above in the rafters, the Evo shaking his head, distraught at her actions.

"I teenager is a teenager I suppose." He muttered.

Still he wasn't too upset at her considering he wasn't in much better shape. The lights and music distracted him as well; enhanced animal senses didn't mesh well with dull loud noise and bright flashing lights. He couldn't even make anyone out on the dance floor or around the club from up above. To him there was just a sea of bodies all moving about in a chaotic wave. Jungle Cat didn't have a clue where their would-be robber was.

"Have no choice but to hope she can spot him in all this mess."

And he wouldn't be wrong to think that things were going south with how Carmen had seemed to blend into the undulating wave of dancing bodies, becoming another face in the crowd. Although to be fair to Carmen, Jungle Cat was only slightly right. Momentarily letting herself go Carmen soon ended up in a group swing, the lot of them dancing in rhythm to the hype music pounding overhead.

Even so one of the many features hidden away in Carmen's systems were a voice recognition feature as well as facial scans. Systems which worked autonomous to her direction. So, while her mood was in the dance, her mind was on the mission. Every sway of her head lead to a detailed sweep of the room while she systematically weeded out all her non-targets.

The music's tempo began to increase, and Carmen's fluid motions went right along with it. With a nimble body betraying her mechanical nature she swerved with the beat and dropped it down low. Her hips swayed like the sea and her behind rolled like the waves; her fluid motions a marvel to behold. So much in so that the clubbers around her gave her a wide berth to let her swing loose, the lot of them seemingly mesmerized by her swank routine.

Unfortunately becoming the center of attention on the dance floor had a negative consequence, since just as her systems locked onto the familiar mug of her target, her target was pointing in her direction… with several suit-wearing mooks around him.

With a nod the suits began to push through the crowd, eliciting cries of surprise and agitation. As such Carmen's dance was unfortunately cut short as the dance floor was invaded by less than musically inclined individuals.

"Hey guys… guess you're the security in this joint, huh?" she said with a wide smile, still gyrating to the music somewhat, "Kicking place you got here."

She got grumbles and glares for her effort at small talk.

"Okay, so I might have snuck in. But did you see the way I had this place jumping? Can't you forgive a girl for bending the rules a bit?"

As she tried to reason with them her sensors picked up offensive weaponry. Unlike the crooks from before these guys were packing heat.

"Come on now, no need to flash the hardware. I'm sure we can work this out peacefully." She said with a nervous chuckle, "I mean, there are still people around and everything."

Her chuckling was cut short however when a pistol was presented to her face, the barrel long and unforgiving as she stared down its length.

"Okay, okay. Fine. I'll leave. A girl knows when she's unwanted." She said, taking a quick twirl on the heel to face the club's front doors, "Still…" she began in a sing-song voice, "I would just like to know… is that you're boss?" she said, pointing to someone on the second floor of the club in a private booth, "Because if it is I would love to talk to him."

She heard the click of the guns behind her and oddly enough… smirked. Then showing some surprising speed, she whipped about in a blur and hooked her hand over the suited thug's wrist. As such his gun was already pointed high when he pulled the trigger, completely missing her and fortunately his boss… who slowly turned back to stare at the hole in the wall of the bullet that just missed him.

"Some security. You're supposed to protect your employer and here you go shooting at him. Tsk, for shame." She said against the struggling opponent as she easily kept him at bay.

The other thugs soon had their sights on Carmen, but she whipped her captive around and hooked her around his neck, using him as a human shield. The gunshot had the club goers spreading wide from the center in one motion. But the real panic didn't set in until something large dropped down from above. Two of the guards never saw it coming until they where toppled by the heavy form of Jungle Cat.

"Way to be subtle." He muttered, as the panicked guards all pointed their guns at him.

"Big bad is up there. He's the big fish, ain't he?" replied Carmen, "I'd say my ploy paid off."

"That was planned?"

"For the most part." She said, "We just have to get out hands a little dirty."

"Well, not like I wasn't expecting a fight." He said.

"How do you want to do this?" she asked, waving her captive around to-and-fro to keep the others at bay.

"We've got our catch in sight, but let's snap up the smaller ones first before we take a bite out of the big one."

"I hope you're continuing that fish metaphor and don't mean that literally." Came Carmen.

Once again, he didn't reply… but he did smirk slightly. Then with a snap of his claw he swatted out, catching one of the guards in the chin, the hit sending him flying. That's when chaos broke loose.

Bullets rang free, but fortunately they never met any targets as Jungle Cat tore into his opponents. Carmen's body shield was quickly discarded as she flung him across the room to topple over a table, drinks and all. She gave a self-satisfied smile as he slumped down to unconsciousness but turned quickly on a dime when she sensed something. Just as a shot rang out Carmen's arm shot up, deflecting the bullet harmlessly away. This left the shooter slack jaw for a half-second; a half-second too long as Carmen's metal fist zeroed in on his face, cracking his jaw.

But she wasn't the only one with animated senses as Jungle Cat weaved through the club with such instinctive movements he was all but a blur to the less than adept guards. His claws struck out, tearing through their forces despite their ballistic might. Slammed into the ground, thrown over tables, bowled over by a furry mass of muscle, the thugs didn't stand a chance. One guard was hit so hard with a rising blow that he cartwheeled through the air in a haphazard flight that ended with him slamming face first into a support pillar.

And from up above the club's owner watched with stilted breath as his security force was torn apart by an Evo and a strange girl. He then locked eyes with Carmen, the girl giving him a glare in return, and that's when the fear truly took hold of him and he backed away.

"He's making a run for it!" she said, kneeing a guard in gut, whereas he slumped to his knees in defeat, "Can't let him get out the back!"

She heard a grunt from Jungle Cat and saw him standing a few feet away, his claws crossed out in front of him. Carmen got his meaning almost immediately and broke out into a flat run. Just reaching him she leapt up and into his open palms and despite her impressive weight Jungle Cat was able to launch her up to the second floor where she broke through the dividing glass and into the booth.

She was immediately assailed with gunfire, twin guards bearing semi-automatics upon her. But the low-caliber bullets did little more than irritate her as they pinged off her metal shell harmlessly. Running through the hail of bullets she drove home a powerful uppercut into the gun-toting goon on her left, blacking him out in an instant. His partner in crime was dealt a similar defeat as a solid kick toppled him over in breathless gasp.

Then with a quick turn Carmen leveled a sharp look at the boss before slowly stalking over to him. Spying toward the ground the boss noticed the discarded gun of his defeated men and immediately scrambled for it, managing to get it into his grip after a little fumbling. Carmen stopped her advance to watch the man point the gun shakily at her with finger on the trigger.

"It'll just be a waste of ammo." She said, "Heck, it'll probably just bounce off and hit you."

He was far too far gone in his fear to hear her, instead squeezing the trigger and letting the bullets fly. Aside from putting an arm up to shield her face Carmen hardly paid the shots mind, the shots fruitlessly bouncing off her. Terrified he continued to unload onto her until several impotent clicks could be heard, the gun having run dry.

Without options he pulled his arm back to fling the useless thing at her, though she simply rolled her eyes at his antics, "Oh no, a gun without ammo, my only weakness." She drawled out.

With a snort she grabbed him by his shirt collar and pulled him close, practically lifting him off his feet in the process.

"P-Please don't hurt me!"

"I won't… if you answer my questions." She said.

Back on ground level Jungle Cat mopped up the rest of the security detail, even as they unloaded on him. Severe backhands sent them across the room, vicious claw swipes smacked them into dazed spins, and double fisted slams smashed them down into the ground with brutal efficiency. In the end the suit wearing mooks were left sprawled out across the ruined club.

"Have fun?" he heard from up above.

Carmen waved down to him, with the club's owner in her other hand. She then leapt down with the owner in tow, the latter squealing as they touched down.

"Wow, could you have been any more vicious?" Carmen asked as she scanned the area of the defeated bodies, "You slaughtered these guys…" she said, though as her scans deepened she noticed something, "Actually… you didn't?" she questioned when she picked up life-signs from the defeated gangsters.

"Normally I wouldn't care one way or another about the lives of these scum… however I took great pains to not end their retched lives since death causes too much attention and we're on a stealth mission." He said, as he scratched at his arm.

In doing so he pulled something from his flesh and fur, a small dented piece of metal; a bullet that had lodged into his arm during the fight.

"You're hurt."

"It's nothing." He said, "Barely broke skin. I might not have a metal body, but my hide offers me some protection."

"You should still be more careful, you're not invulnerable."

"Same could be said of you." He replied, "But don't worry about me, I'll be fine. More importantly, what have you learned from him?"

"Plenty." She replied, bringing her captive to the forefront, "Now why don't you tell my pal here what you told me?"

The owner looked to the side, surveying the damage to his club and to his men and grimaced, though that grimace turned to a gasp as Jungle Cat growled down at him.

"Despite his act my friend here is impatient, so stop stalling." Came Carmen, "Tell him about this new wave of crime that's popped up or we'll both find out whether or not he has a taste for people."

"… it's a, new gang." He said, "All of them wear masks so I don't know who they are, but they swept in and have taken over a lot of territory from the others." The owner said, "They fight so well it's almost like they're machines. It won't be long before they take the entire underworld for themselves."

"Anything else?" asked Jungle Cat.

Carmen gave her captive a good shake to get him talking, "Their leader is… an old crime boss that once had his way with Hong Kong. After he was taken down by Providence all the other gangs tried to stake their claim, but now he's back and stronger than ever."

"Who is this old crime boss?"

"An Evo named… Quarry."

"Quarry?" pondered Carmen.

"I've heard about this Evo. Some sort of mineral based one and an old enemy of Rex's."

"I thought all the Evo were back to normal?" asked Carmen.

"I'm still here." Replied Jungle Cat, "It's probably safe to say that Evo with special circumstances weren't reverted during Rex's Cure Event."

"And let me guess, with so little competition now this Quarry guy decided to make a comeback?"

"That and he might try to seek revenge after Rex pulverized him. We'll need to see for ourselves." Jungle Cat said, "Now then, where is Quarry?"

"The warehouse districts." He said, "He's set up shop in one of the closed down ones, although I'm not sure which."

"Not exactly helpful."

"It's more than we had." Replied Jungle Cat, "Now let's get going. We don't have time to waste."

"What about him?" came Carmen.

"Leave him to the police."

"Okay then." She said, then with a grunt she hefted the club owner up and through the air where he crash-landed into the DJ's corner, toppling the equipment atop of him.

"Too bad about the club. It was jumping, aside from all the bouncing around we did." Replied Carmen as they left.

"I'm not much of a dancer." Replied Jungle Cat, "Besides music nowadays is just… lacking."

"How old are you grandpa?"

"Old enough."

In time the police arrived at the scene and while the owner had tried to explain that some weird girl and an Evo had trashed his club, the commotion, as well as the subsequent search, had uncovered some… less than legal paraphernalia stashed away in the back room.

"I think he's going to have a hard time talking his way out of a jail sentence." Came Carmen as she and Jungle Cat watched everything from their perch atop a nearby building.

"Yes."

"But hey, when I noticed all that junk in the back after we snuck in it wasn't hard to figure a way to pin him. He might not be who we're looking for, but we still need to stick it to the criminal underbelly."

"Come. We don't have time to waste for you to pat yourself on the back."

Carmen rolled her eyes, "Way to ruin my good vibes." She groused.

But despite a deflating of her ego Carmen hurried alongside Jungle Cat as they once again moved across the city roofscape. In their hurried travel though, Carmen began to ponder just what their true enemy had in store for them.

"So, you say this Quarry Evo and Rex have some history?" she asked.

"I don't know the details but, from what I was told, during Rex's younger years he was affiliated with Quarry's gang." grunted Jungle Cat.

"Rex was a gangbanger?" came a surprised Carmen, "Sure, he might think he's a bad boy and everything, but he doesn't seem like the type to run with the wrong crowd."

"Nobody is without a darkness, especially in our pasts. Even Rex allowed a time for his more avaricious nature to take root."

"And what dark secrets are you hiding?" she asked, to which Jungle Cat gave her a sharp glare, "Hey, you opened the door. Don't be surprised if someone decides to try and walk through." She said unperturbed.

"No more talking. We should focus on our mission."

"If you can't take the heat stay out of the kitchen." She said to her ally who stayed silent in response.

* * *

Carmen and Jungle Cat's trek took them to the city's warehouse district, an area littered with storage buildings.

"So how do we find Quarry in this?" Carmen asked.

"I doubt a criminal would use a warehouse out in the open where anyone could see. Let's head over to the old section." Jungle Cat replied.

At his behest the two moved a more rundown area of the warehouse district where mostly decrepit buildings stood, like eyesores amongst the landscape. Then to Jungle Cat's snout he whiffed at the air and caught a scent.

"I smell… gasoline, recently burned from vehicles." He said.

"Are you a cat or a dog?" came Carmen, to which Jungle Cat simply rolled his eyes, "And how's that supposed to help us?"

"Think about it. What reason would any vehicle have driving through an area like this unless it had a purpose?" he posed to her.

Getting his meaning behind that she gave him a nod of recognition, allowing him the opportunity to use his snout to track the discharge of muffler exhaust.

The two weaved in and about several buildings, following the winding trail of fumes until they came across an approached sight. Sandwiched between several large warehouses was a much smaller one, hidden away from the general lay of the land.

And as they grew closer, sounds accompanied the scent of exhaust, the sound of an engine. Looking down they saw a truck pulling up to the back end of the warehouse where several men in all black guided it to a loading bay. The men in black that loaded the materials from building to vehicle were quite familiar as the spying duo noticed.

"Black Pawns?" breathed Carmen as she and Jungle Cat peered off the side of a nearby building across the way, "Does this mean that Black Knight and this Quarry guy are in cahoots?"

"Maybe, but before we make a scene let's try to make our way inside to be sure."

To that the duo leapt from roof to roof in a clockwise manner; systematically making their way across the area toward the large warehouse. They kept low on their approach, just keeping out of sight and earshot of the methodical Black Pawns.

Touching down on the roof of the eastern side of the warehouse the duo stalked over to a door obscured by the shadows. The door had a similar electric lock from the one earlier and with a little finagling on Carmen's part she was able to open it in no time, allowing them access.

They were in and up to the upper levels in little time, spying the activity of the Black Pawns below as they moved about. In their trek toward the center of the warehouse they found the largest congregation of Black Pawns and in the middle a suited figure that stood in height far above the robotic soldiers. He wore a large bowler that leaned slightly crooked atop his head as well as a black suit and tie with black leather gator shoes. The Evo Quarry looked to be in good standing, he was in one piece as opposed to previously being in pieces.

He seemed to be busy watching television, specifically a news report of the recent going-ons in the city. He spied a headline across the scene stating that a strange Evo and girl had attacked a club in downtown, their attack exposing some illegalities of the club.

"Heh, guess some Evo are still running around eh?" he pondered in a deep voice, "Was this just a random blip or is someone else deciding to try and muscle in on my takeover?" he wondered.

"So that's Quarry huh?" came Carmen in hushed tones from atop her perch in the up levels of the warehouse, "Talk about a brickhouse. But it's nothing we can't handle. So, let's take them down."

"Against that many? We need to call in reinforcements. Alert Providence of Quarry's location and let them take it from there." Came Jungle Cat.

"We handled those thugs back there just fine."

"Those were mere humans and if you haven't noticed these are not."

"Neither are we… and that just means we don't have to hold back." Came Carmen, "Then again if you're scared to get into a real fight…"

"It's nothing about being scared. You think yourself invincible simply because they don't possess the weaponry to pierce your armor, but overreliance on your resilience will be your downfall."

"And what, we just sit here twiddling our thumbs while we wait for Providence to show up?" came Carmen, "They couldn't even find these guys and you expect them to be able to handle them? By the time they get here Quarry will be long gone. But we have a shot at taking him down."

"A shot is what I'm worried about."

"So, you are scared."

"I told you…" he began, but then something perked his senses and he lunged forward, tackling Carmen in the process.

"Hey! What are you…!" she cried out, but was silenced when a string of bullets raced across the spot she and Jungle Cat had just been in.

"Perfect…" growled Jungle Cat, letting loose a feral roar before he lunged up and at his attacker.

A Black Pawn with an assault rifle trained its gun upon the hairy beast but Jungle Cat kept just out of its sights, then with a claw strike faster than a blink Jungle Cat swung out, knocking the gun from the android's hands before backhanding it. The android was knocked into the side railing before being mauled by the feral Evo. With a spastic shout the machine went dead as Jungle Cat tore into it's frame. However, by the time he had finished it off the other Black Pawns began to congregate around them, with Quarry staring up at the two intruders with his cycloptic eyesight.

"Well, well, what do we have here?" he pondered, narrowing his gaze upon them, "An Evo… and some girl?" he wondered, his attention being brought back to the news report, "I wonder…"

While he speculated, his enforcement of Black Pawns swarmed the two, a variety of weapons in their robotic hands, all with the aim of taking the duo down.

"I hope you're happy?" growled Jungle Cat as he rose from the defeat robot.

"Well, I would rather have gotten the drop of them, but I can work from this." Was Carmen's reply as she rushed forward into the coming line of Black Pawns.

Her first instinct was to bring her arms up and rush through the coming fusillade. Bullets pinged off her armor as she dashed forward before she lunged and grabbed at the arm and neck of the first Black Pawn she encountered. Leveraging her weight, she threw its balance off and shoved it into the oncoming enemies, grabbing hold of its rifle in the scuffle.

Taking aim, she pulled the trigger and scored a few vital hits on the first gaggle of Black Pawns before being forced on the run again as the others came at her. From both sides came sword wielding Black Pawns who swung out with their sharpened blades. Carmen dodged the first strike but was forced to block the second with her outstretched arm, a move that forced her to a knee.

The other tried to follow up with a second sword strike but a pair of teeth into the shoulder squashed that idea, courtesy of Jungle Cat. It struggled futilely against its animal aggressor but was slowly put down as Jungle Cat dug into it's frame. The other Black Pawn pushed down harder, but Carmen was able to force it off when she fired a couple of shots at its feet, puncturing its soles and causing it to rear back. With a solid kick she managed to get back to her feet and finished the Black Pawn with a few more well-placed rounds.

Her victory was short lived as more Black Pawns came to replace the ones just defeated. It was a sight that Jungle Cat growled irate at and in feral fury he slashed out, his sharpened claws tearing through the oncoming androids with little resistance.

"Heh, and he was worried we wouldn't be able to handle them." Came Carmen, taking a moment to watch her partner in action.

But her attention was quickly pulled back to the situation at hand as bullets whizzed past her yet again. She returned fire, ending the functions of a few bots before rushing forward with a yell to tear into the assembled group.

Meanwhile on the bottom level Quarry watched the spectacle with a grimace and a groan.

"Can't waste too much time or too many of these bots with this nonsense." He said, cracking his mineral knuckles, "Haven't had much of a workout since I came back so this might be a good enough time as any to work out some kinks."

Tightly gripping his fists, the rock Evo charged into the fray, his pawns giving him a wide birth as he ran toward Carmen and Jungle Cat. The gynoid immediately unloaded on the walking rock pile but his resilient body protected him from the storm of bullets. With a wild cry he threw out his gravel fist, a move that had Carmen ducking low to avoid the blow. But Quarry proved more agile than his look might suggest as he stopped on a dime and swung out backwards, scoring a fast backhand that even blocked by Carmen had sent her reeling.

Quarry noticed though the oddity of her resilience as she stumbled back but put that thought on the backburner as his attention was grabbed by the feral roars of Jungle Cat. The Black Pawns fired upon him, but the agile hunter was able to stay just ahead of their sights and close the gap. There he proceeded to tear them apart with beastly brawn.

"Pathetic." He groused at the display, though his was quick to turn when he heard Carmen coming up behind him, throwing a well-placed punch to the good side of his head. However, it did little to stop him as she was quick to realize, "Even more pathetic." He groused again despite the fist in his face.

He then reached for her and flung her head over heels across the room before swinging around to a crate behind him.

"Time to break out the heavy ordinance." He said, grabbing at the crate.

With a few button presses, the tops off to crates opened to reveal high performance rocket launchers of Providence design. Already fully loaded it didn't take much time for Quarry to level the weapon at the Carmen and Jungle Cat while they were amid battling Black Pawns.

With a push of a trigger the rocket was sent flying, something that Carmen didn't notice until it was too late. Fortunately, she avoided a direct hit by leaping up, but the blast sent her on a screaming tumble through the air where she crashed bodily into a crate, demolishing it on impact.

Jungle Cat cried out at his teammate's predicament but could do nothing to help her as several Black Pawns leapt upon him to try and bring him down through sheer bulk. The clawed agent swung out with uncontrolled fury, but his assailants were many and were able to hold him back. More Black Pawns entered the fray, attempting to cleave him through with their black blades but in a flurry of movements Jungle Cat managed to wrench himself free of the gaggle of military machines. Cutting through the opposition the furry Evo made a beeline for a ladder, leaping up it for higher ground. However, the Black Pawns were right on his tail, many having already scaled the scaffolding to attack him from the higher position. With teeth bared he tore into his attackers, be it claw strikes that rip through their armor like tissue paper or a powerful maw that bit into them with feral ferocity.

Back on the ground level a moaning Carmen slowly righted herself and looked up at the battle going on overhead, but soon her attention was brought back down as she saw Quarry leveling his rocket launcher at the Evo above.

With a cry of "Jungle Cat! Look out!" she warned up to the Evo who was currently grappling with Black Pawn as Quarry lined up the sights of his launcher.

A second rocket zeroed in on him, enveloping him and the Black Pawn he was wrestling with in a mighty blast. The blast tore a hole in the ceiling, leaving nothing but broken machine parts and charred remains. A sharp gasp escaped the metal lips of Carmen at her partner's untimely fate but before she could rise to avenge him she was set upon by two Black Pawns that took hold of her and kept her to her knees. And no matter how mightily she struggled her strength wasn't enough to free herself from their clutches.

"Well that's the end of the fur ball." Came Quarry as he waltzed over to the subdued Carmen, "Now as for you… you're not an Evo, but your definitely not a human either… so what exactly are you?" he asked, taking it upon himself to inspect her closer.

His large hand wrapped around her face and brought her close despite her protest and as he examined her he noticed subtle things about her that had him reevaluating what she was.

"Hey… you're… you're like these fellows, a robot." He said, eyeing her incision lines and metal skin, "Although with a bit more attention to detail." He said, moving her head about to examine her.

"And you're a big walking pile of rocks in a monkey suit." Carmen snapped, "Not a look you can really pull by the way."

"Oh ho, and it has a mouth? I am impressed." He chortled, "You're already a lot more interesting than these bozos."

"Just give me a chance and I can really show you how different I am to these guys."

"You act almost like you're real."

"That's rich coming from the badly sculpted statue with an ego."

"You know, a bot like you I could use in my little operation." He said, "You've got skills at least."

"Sorry, not interested in getting involved in the dirty trade."

Quarry chuckled at that, "Good thing I don't need your permission. The fun thing about you robots is all I gotta do is override your systems and 'bam' instant obedience."

To which Carmen gave a snort, "Good luck with that Rocky, my systems are a bit more on the advanced side when compared to these clunkers. There're shades of difference that someone with rocks for brains could never hope to understand."

"Hmm… you might have a point. Besides with these guys I already had a way to control them. Still… even if I can't use you myself I'm sure there's someone who can… and is willing to pay top dollar to get their hands on you."

"Like I'd let you!" growled Carmen, her struggles intensifying against her captors.

However, try as she might the Black Pawns had a firm grip on her and her struggles only had Quarry laugh out further.

"I like that spunk of yours, but spunk I can't control is spunk I can do without. Better pack you up nice and tight until I can find a buyer." He said.

That brought a fright to Carmen's eyes as Quarry directed his pawns to drag her over to one of the many metal containers lying about the warehouse.

"You can't do this! Providence will know I'm gone and they be after you before you know it!" she barked, her struggles becoming more frantic by the second.

"Oh, you're of Providence, are you? Even better. Providence and I have had some run-ins in the past, especially with my old partner in crime Rex. You know him?"

"Yeah, I heard he turned you in fertilizer!" she growled.

"Oh, he did. I… went to pieces after our last little tussle. Thought for sure I'd spend the rest of my days as gravel, but then there was this bright light and before I knew it my body was reassembled. Didn't take me long to figure out Rex had done something crazy and cured all the Evo on the planet. I assumed whatever he did must have affected me too. Just not the way he would've thought."

"If you don't want the same treatment as before I suggest you let me go before I finish what Rex started!" she barked, kicking and screaming to break free.

"You don't get the position you're in, do you?" came Quarry, "I hold all the cards and I plan on keeping my deck loaded, especially now that I have a new one up my sleeve. That being you." He said as the pawns forced Carmen into one of the metal containers, "But don't worry you won't be put away for long. Got to sell you while you're still hot after all."

"No!" she cried, as Quarry pressed a button on the sides of the container.

"Box her up boys, but try not to scuff her too much. She'll lose too much value if there are any dings."

The Black Pawns pushed and pounded at Carmen, cramming her into the container despite her flailing and as her arms and legs were forced inside she continued to scream out in frantic defiance.

"You can't lock me in here! Not again! Please stop!" came her wails as the light above slowly faded away, leaving screams, cries, and whimpers as the darkness encapsulated her, "PLEASE!"

Her muffled cries could still be heard from within the container, but Quarry ignored them for more pressing matters.

"Even though I've been doing well here I think it's time to move to another city. If she really is with Providence, they could track her to me if I stay here for much longer." He thought, "Guess it's a good a time as any to take my leave. Alright boys, I want the rest of this packed and shipped out to the docks in under an hour. And clean up this mess!" he said, referring to the broken pieces of Black Pawns scattered about.

From weapons to miscellaneous items the Black Pawns loaded several trucks to the brim and in a systematic order drove out from the warehouse. In time there was scarcely anything left within the building, with the final piece, the container holding Carmen, being packed away in the last convoy. Quarry had long since left for his destination, leaving Carmen in the care of the Black Pawns. They had utterly ignored her pleas, though after some time her cries had fallen silent. She simply stared up at the darkness of her container, the trapped feeling enveloping her.

"Guess this is my fate." She muttered as she felt the container rumbling, guessing that she was on the move, "From one hand to another, like some commodity. And I actually thought I had a chance." She groused in wry manner, "Guess that's my fault for thinking I was anything more than a…" she began, though her self-deprecation was interrupted when she heard what she thought was a ruckus outside.

First there were shouts, muffled by her metal container. Then there were gunshots, the sharp sounds whizzing out wildly. The shooting soon intensified as the dull sounding bullet popping continued. The occasional 'thud' could be heard of something making impact with something else, but for a time all Carmen could hear was gunfire. Eventually though that subsided for a time, silence reigning until the moving of items could be heard. Then the unmistakable sound of someone messing with the locking panel on the container was heard. Carmen hadn't a clue what was going on, but if she had a chance to break out of the container she would gladly take it, regardless of the situation outside of it. With a balled fist she waited as the container hissed open, the sides sliding off and the world around her revealed once more.

And the moment she had room to move Carmen lashed out with fist tight, scoring a solid blow against the one who opened the container. Seeing her opportunity, she pushed for another hit but after getting a good look at her opponent she stayed her hand.

"Jungle Cat?" came an astonished gynoid at the fact that the person she just decked was none other than her hairy compatriot.

"Ow…" he murmured, holding his jaw at the spot Carmen had decked him, "You might not be all that strong, but you still have a decent right hook."

"But what are you…? I saw you die!" she cried out.

The hairy Evo grunted with indignation, "The only thing that 'died' was a badly constructed Black Pawn." He replied, and with that he recapped the moments leading up to his supposed demise.

After Carmen had been hurtled through the air due to a rocket explosion, Jungle Cat was next in line, though he had noticed the spiraling rocket in the nick of time and in a desperate move he leapt off the Black Pawn itself pushing it into the path of the rocket while gaining a bit of distance in the process. The result explosion still rocked him, with the blast catapulting him out of the building and across the way. He had crashed painfully into a nearby warehouse, tumbling through the window and crashing bodily into crates within. But he ultimately had avoided the worst fate.

"But you're still not invincible. You're hurt." Carmen replied, noting his scuffed and bruised appearance, "Look at you! It's a miracle your're even still standing! Still breathing for that matter!" she yelled, though she chalked that up to his animalistic resilience.

But Carmen still didn't like the sight of the Evo as his ragged form stood before her with heavy breath.

"As I told you earlier, though I am not metal my hide offers me enough protection to make up for it." He said, "I will survive these wounds."

But though he said this Carmen could see plainly that he looked haggard, patches of his body bruised and battered from his near-death experience.

"And you still came after me?" she posed, knowing that despite nearly being turned into smoldering paste he hadn't wasted a second in her rescue.

"Was I to leave you? You are my partner after all and it's my job to keep watch of you." He said in a matter-of-fact tone, "As long as I breathe I will do what I must to keep you safe. It is my duty, despite the hardship it brings."

"… only because White Knight ordered you too." She muttered.

"Should it matter?" he asked, "Orders or not I will not abandon you. As I said, we are partners. And partners are to watch over one another, no matter what."

"I see…" came her low reply.

"Now come. We can still catch up to the rest of the convoy before they noticed they are down a truck and…"

"Wait!" she called, "You can't seriously be thinking about going to fight them like this? You can barely stand."

"I told you I will survive my injuries."

"But you won't survive another go if you just rush in there like a wild animal. They'll tear you apart!"

"We haven't the time to debate this. The longer we wait the more time Quarry has to make his escape and he cannot be allowed to leave the city with so much of Providence's weaponry."

"Then let Providence handle it. You're in no shape to keep fighting!"

"By the time we get in touch with Providence Quarry will have made it out of port. We simply lack the time."

"No, you're just being stubborn! I got captured and you nearly got blown to bits. If we don't come up with some sort of plan, we'll be in no better position than we were before!" Carmen barked, "You think because you know everything you can do whatever you want. But if we're really partners then you need to listen! There's a better way of dealing with this and…" she began, but was cut off when Jungle Cat let out a hearty laugh, "Wha? What's so funny!?" she cried out.

"I, simply can't help but notice the inherent irony here." He snickered, "It's as if our roles have been reversed."

Carmen stood silent for a time at his laugh, but as she started to get his meaning behind it she too let out a giggle.

"Guess you have a point." She replied, her light chuckling turning into a low sigh, "Guess I'm a hypocrite." She murmured.

"Really now? Are you sure?" he asked.

Letting out another heavy sigh she let herself relax, "Look, ever since I was part of the Renegade Project I developed his inherent hate of taking orders. Ironic considering that was exactly what I was built for. But I attributed that more to the people giving the orders, not trust them, so I have this problem when someone tells me what to do. But… I can see that taking advice is a lot different than taking orders. And in you own way… that's what you were trying to do."

"Well to be fair I've never actually had a partner before so actually knowing how to give proper advice is beyond me." Came Jungle Cat, "I've never been a team-player even before my time as an Evo. Relationships haven't been my strong suit. Then never pan out well."

"Oh… is that the "darkness of the past" you were talking about?" Carmen questioned, "Were you some down-and-dirty scoundrel like Rex was?" she said, noting the sharp look he gave her in response, to which Carmen returned with equal vigor, "Like I said… you open that door and…"

"It's not like I was some sort of 'villain' or anything before my time. My past is not so black and white." He replied in interruption, "But I will admit I have regrets. Which is why I wish to remain an Evo. Should I return to human I'll have no choice but to face those regrets. And I'd rather not."

"You can't run away from your problems forever you know." Came Carmen, "You gotta deal with you past in the present if you want a future."

"I suppose that's true. But will you?" he replied, "Or will we continue to battle one another for dominance?"

"… Okay, you have a point." she replied, "You know what? Let's make a deal. I'll be more open to your… suggestions if you'll be more open about your regrets." Carmen proposed, "I won't say I'll become an obedient puppy, we are going to have some friction. But at the very least I can try to make less sparks."

"… I can, accept that." Replied Jungle Cat, with claw extended, "But let me ask, are you willing to trust in me completely?" he asked.

"Only if you're willing to follow my lead." Came Carmen, hand out.

"Then we have some work ahead of us." He said, taking her hand in paw and giving a good shake.

"Oh, this is going to be an interesting relationship." Came Carmen.

"First however we must get pass this Quarry problem before anything comes of it." Replied Jungle Cat, "And you are right, simply going in blindly will end badly for us."

"I have an idea." Replied Carmen, peering at the supplies within the truck, "But we'll have to set up on the move."

A curious Jungle Cat raised a furry eyebrow, "What do you have in mind?" he asked.

"They're too many of those pawns to take down one by one, so we'll take them all out at once, along with Quarry's entire operation." She said, "And looking at the stockpile we have here I think I have the perfect solution for that. But for now, let's get a move on."

* * *

Quarry's convoy of fenced goods parked within a shipyard beyond the prying eyes of the rest of the city. From there the Black Pawns began unloading the goods and delivering them to two a large cargo ship waiting in the docks. As the last of the trucks arrived the Black Pawns stationed as sentries flagged it in.

"What was the hold up?" one of them asked.

"One of the trucks was stopped by that Evo." Replied the driver, "Tried to make off with the cargo but it was weakened so managed to drive it off, so it is secure."

"All the cargo?"

"Affirmative. Confirm yourself."

With a nod the guards did just that, walking about to the back to open the back door. However, as the doors whined open…

"Oh, and boys… do watch out for the stowaway." Replied the driver.

The two Black Pawns never had a chance to question such an odd turn of phrase before two hairy paws lashed out and took them by the shoulders. With a swift yank the two robots were pulled inside the truck where they were viciously torn apart by its hairy inhabitant.

"I do love my voice synthesizer." Replied the driver, his voice slowly changing from monochrome man to that of the familiar Carmen, who took her mask off and peered back through the small window of the truck to Jungle Cat who was just finishing tearing into the Black Pawns, "Nice work." She said.

"We're inside now, but we're a long way from victory. Don't get cocky." He said.

"I won't. But don't you sound so pessimistic. This plan will only work if we're willing to take a risk."

"I understand." He said, "But do you really think your homemade bomb will work?" he asked, staring at the device that lay in the center of the truck.

It looked like a cobbled together set of wires and trigger switches connected to what appeared to be several dozen payloads of explosive ordnance. And it was jammed into the container Carmen had been in, a container packed to the brim.

"We can't stop Quarry ourselves, he has too many forces and he'll be long gone before Providence arrives, but if we can sink his ship then at the very least we can stop him from making off with his prize. That said I'll have to set this thing off deep in the ship to make sure it goes under."

"Which leaves me to make a distraction once you're inside."

"Not just that. You have to try and pin down as many Black Pawns as you can." Replied Carmen, "Every second will count, and I need as much time as I can to set this thing up. That's means you'll be in the line of fire for a while, so don't get obsessed with fighting. Just keep moving."

"You don't have to remind me. I don't plan on taking a second RPG to the face." He said, "But thanks for worrying over me."

"Oh, don't get a big head or anything. I just… rather not have to pick up the pieces."

"Same." He replied, "So be careful."

"Don't worry about me. I'll be fine." She said with slight annoyance, though that quickly subsided, "But thanks." She said to the inherent sincerity behind it.

He gave her a nod before turning to the container and pressing the button on the side. The container closed, concealing its bevy of explosives while Jungle Cat moved to exit the truck.

"I'll try to make as big a ruckus as I can for as long as I can." He said, "But know you'll most likely only have minutes to set up before things get out of hand."

"That's all I'll need. Just try not to get shot, or blown up, or worse. Can't exactly start off on a brand-new foot if said foot is blown from here to Beijing." She replied.

"Not like you would give me any rest in death anyway." He said, "I may as well stay alive."

With one more shared nod of understanding the two moved to carry out their plan, with Jungle Cat taking to the tops of nearby crates while Carmen reapplied her mask and drove the truck into the shipyard. Upon arrival to the loading station of the dock Carmen soon found herself within the large ensemble of Black Pawns.

"Geez Black Knight sure had a lot of these guys" pondered the gynoid as she pulled up alongside other trucks and proceeded to blend in by unpacking her "supplies".

In her Black Pawn guise Carmen found herself a rolling cart large enough for the container and placed it upon the cart, in turn wheeling the container up the nearby ramp onto the ship.

From his position hidden within the shadows atop some crates Jungle Cat watched the Black Pawn clad Carmen board the ship with the container. She moved carefully, but with purpose amongst the multiple armed Black Pawns that encompassed the boat. He had to give her credit, she managed to keep character despite having to interact with several Black Pawns, each probably asking for confirmation on the container's contents. And though he was too far away to hear, it appeared that Carmen was able to talk her way through these interactions without giving herself away.

"She can actually stay focused when she puts her mind to it." He thought, "I wonder if that's because of her machine nature or her own personality?" he pondered as she made it past another sentry and disappeared into the ship, "Doesn't matter much though. This is still risky regardless. Anything can go wrong and then we're done… but this is our only shot so I plan on taking it." He said, leaping up high.

From his back he bared a weapon strapped to him, a large caliber Vulcan cannon. Under normal circumstances a weapon like that would be far too unwieldy to use without bolting it down in place. But the strength and girth that Jungle Cat possessed was more than enough to hold it steady. Still this wasn't his usual operandi, but the situation demanded a new spin on things. Although, if he was being honest with himself he really didn't like this idea. It was only the two of them against who knew how many stationed Black Pawns. And both he and Carmen had their limits. As he thought about it he realized just how bad a situation they were in, and how easily it could have been avoided. Had he and Carmen come to an agreement of their respective differences a little earlier then they could have informed Providence and reinforcements might have been able to come in time to stop any escape attempt by Quarry.

"No matter. Worrying about "what-ifs" and "should-haves" is a waste of time." He mused as he aimed the massive weapon, "The situation is as it is and to pull through we simply must trust in one another. Anything less will spell our ends." He thought.

There was something else as well. For Jungle Cat he seemed… fond of the little gynoid despite her abrasive personality. Then again, he couldn't say his own personality was exactly soft in contrast. Still, he had never mentioned his past to anyone, and yet he had divulged some of it to Carmen, someone who hadn't been in Providence for very long. Jungle Cat wasn't sure what that meant or what it would entail divulging such secrets, but like Carmen said, the door was opened… and he was going to step through it.

"No regrets." He said as the segmented barrel of his cannon began to whirl, unbeknownst to the Black Pawns.

From within the ship Carmen had just finished talking to yet another Black Pawn, though this one had been insistent about checking the contents of the container. Fortunately, just as she thought her cover was going to be blown the telltale sounds of automatic gunfire could be heard outside; Jungle Cat had started his distraction.

"Intruders!" came Carmen in the voice of a Black Pawn, "Must secure container. You head up to stop them and I'll join you shortly."

The Black Pawn gave her a quick nod before racing down the corridor. Once he was out of sight Carmen gave a sigh of relief at the near reveal.

"Saved by explosive automatic fire."

She didn't stay idle for long however, and quickly brought her payload deeper into the ship while she had the chance.

Back outside Jungle Cat's initial sweep of the area with this cannon had the Black Pawns scurrying about like roaches from his position on high. The first round had decimated many unfortunate droids who hadn't seen the deadly spray coming until it was too late. Meanwhile others were mowed down as they ran for cover or tried to retaliate.

Shell-casings spilled from the cannon in a never ending stream as Jungle Cat unloaded a platoon's worth of bullets, the flash of the high-powered muzzle illuminating his features against the backdrop of the night sky.

"Hmmm…" he murmured in apparent contemplation as he rained down fire and fury upon his foes, "I am starting to understand why Ha-ha enjoys this so much." He mentioned, his expression unchanged as he delivered divine retribution upon the amassed dark army.

Back in the ship, in the engine room, was Carmen, nestled in a slightly open spot near the main power source of the ship. She was currently fiddling with the open container, setting the fuse and making sure all connections were solid. Though considering how she had Jungle Cat cobble the thing together in such a short time she wasn't aiming for an exemplary technological wonder. She just needed a bomb that could reliably explode. For if the thing failed to go 'boom' her and Jungle Cat were finished.

"I just hope my little IED has the punch needed." She murmured, "Though we packed this baby with all the plastic explosives we could jam in there."

"Really now?" came a voice.

Turning on a heel Carmen came face-to-half-face with Quarry who was standing outside the door to the engine room.

"Now why would one of my little pawns be setting up a big bomb in the heart of my ship? Unless… it isn't one of my pawns."

Carmen, realizing the jig was up, decided to forgo her disguise; shedding her mask and voice synthetization.

"So, not only is that hair ball still kicking but you managed to get out of your pen."

"I don't like enclosed spaces." She said, her hand subtly moving over to try and arm her bomb whilst she bantered with her rocky adversary.

"Then you're gonna hate how I'm going to compact you." He said, his mitts clenched.

"Just my luck." She muttered, clenching her own fists as she rushed toward Quarry with a yell.

Jungle Cat was also beginning to feel the heat rise as the 'surprise' of his attack began to wane. For all their insufficiencies the Black Pawns were a solidified fighting force to be reckoned with once they got their bearings. And they eventually returned fire on their beastly attacker, who of which realized just how many Black Pawns Quarry had under his thrall.

They seemed to just pour in from all directions, each armed with a plethora of different weapons meant to cause him grievous amounts of harm. And though he spread his destructive fury upon them in time he started to feel overwhelmed, especially when he noticed the familiar sight of an RPG wielding pawn taking aim at him. Considering his earlier declaration about his face and explosions Jungle Cat leapt clear of his perch long before the Black Pawn could get a lock on him. Then as he sailed through the air he swept his cannon around toward his adversary, his "from the hip shot" bearing fruit as there were simply enough bullets to overwhelm the Black Pawn. The robot's explosive payload was nicked as well and ignited in a bright display that decimated the robot and a few others nearby.

But Jungle Cat had no time for self-praise as more bullets danced around him, forcing him on the move once more. He kept ahead of their pace just long enough to dive for cover behind another crate, letting the multitude of bullets shred the side of the crate as he took refuge. A gaggle of Black Pawns were quick to rush his position on either side of the crate, weapons cocked. And with stalwart intent they surrounded the crate in short order. However, they only came face-to-face with one another, for somehow Jungle Cat had escaped their sight. At least for the moment.

They were then gunned down as bullets rained from above; Jungle Cat had leapt up and dug his claws into a nearby crate, using it as leverage to keep him just out of the way of the approaching pawns. The others though soon discovered his little ruse and forced him on the move once more. And despite the heavy hardware in paw Jungle Cat showed some surprising dexterity as he ran and jumped across the shipyard, all the while unleashing his offensive assault of hot lead.

He sent several Black Pawns to the scrap heap with his torrent of bullets, however the sheer number soon overwhelmed him, especially with a sneak attack of a Black Pawn with blade drawn. It came at him just a little too quickly for him to aim the barrel, instead Jungle Cat was forced to block the oncoming blade with the cannon itself. And he did so well enough, even as the blade sunk into the assault weapon. Then with a growl Jungle Cat hooked his claws around the Black Pawn and pulled, heaving it across his shoulder whilst tearing into its frame, demolishing it.

But as the big Evo pulled his cannon to bear he took notice of its damage. The blade had completely cut into the barrel, thus making the weapon useless to wield. Grunting at the misfortune he tossed it away and instead raced forward into the thick of things with but claw and tooth as his weapons. The discarded weight let him move at a much faster pace and he used that regained mobility to cut a swath of destruction through the ranks of the Black Pawns.

Even so, it soon became apparent that Jungle Cat alone would not be able to stem the tide of Black Pawns as they slowly advanced and surrounded his position. But the defiant Evo refused to fall and continued his brutal onslaught despite the overwhelming numbers falling upon him.

And he was not the only one being overwhelmed, for Carmen had come to realize why Quarry was one of Rex's more formidable foes. She was smashed into the nearby metal wall by a well-placed punch then bounced off it with a pained groan. She was able to regain her footing but as she stared up at her adversary she could help but grimace.

"For a hunk of granite, you're pretty fast." She said.

"And you're pretty well made." Came Quarry, "Those others fall apart after a few good blows. You're definitely a cut above the rest."

"You haven't seen a fraction of what I can do."

"Then you better start before I'm forced to scrape you across these walls." He chuckled.

She let loose a shriek as she charged him, "I'll show you!" she yelled, rushing him once more.

With deft moves she dodged around a coming punch and retaliated with a blitzkrieg assault of her own, delivering punches in rapid succession to Quarry's midsection. An attack that threw him off balance… for a time.

However, despite her declaration she received similar repercussion as Quarry quickly recovered and came with an uppercut that rocked her jaw something fierce. The oversize slag pile then followed up with a second punch to the gut that sent her back toward the walls, to which her metal body resounded with a large 'clang' upon impact.

It was obvious to Carmen at that point that she was no match for her mineral-based foe. Sure, she could take a hit, but she couldn't deliver one. Not well enough to stop Quarry. And even with her bodily protection Quarry was liable to shake something loose with his punishing blows. She couldn't take too many more hits like that. And taking a quick glance toward the container Carmen also realized it wasn't quite armed yet. She still needed a couple more seconds, seconds she was sure Quarry wouldn't give her.

"Why don't you just be a good little bot and shut down already?" he asked as she stalked over to her, "You act like you've got a heart or something when all you are is a tinker toy with a few extra bells and whistles."

"Not having a heart is something you're use to." She grunted out, standing up once more, "I refuse to lay down like garbage! I am not a doll to put on display! My name is Carmen Wright, you walking pot hole! And I will never stop! The only way I'm going down is in pieces! So bring it!"

"Hmph… fine then." He snorted, a truly fed-up look appearing on the good side of his face, "If that's the way you want it then maybe I can still sell your parts off at a reasonable price when all's said and done!?" he said before getting back into the swing of things.

For a certain other Evo though swinging is what saved him from certain doom. Jungle Cat weaved about the construction equipment in the docks, leap to and fro as he avoid gun fire and explosive ordnance. In his primal gymnastics routine he cleaved through several Black Pawns, but he never stayed in a consistent fight less he be overwhelmed once more. Fortunately for him it appeared the the Black Pawns scattered about the docks had thinned out considerably. Unfortunately the Black Pawns streaming from the boat seemed never ending.

"The ship seems to be where they are originating from... but if that's the case then Carmen may well be overwhelmed before she can finish arming the bomb." he surmised as he ducked and rolled pass his assailants.

However, just getting over to the ship would be the real challenge. A full-frontal charge would end with him being gunned down like a feral dog.

"I need a means of subverting all that gunfire." he thought, then taking a look to the side he saw something that might help.

It was a truck parked nearby with the engine still humming! With a knowing smirk he leapt the distance toward it, kicking aside a Black Pawn that tried to stop him before tumbling into the driver's seat and slamming the door shut behind him. His was immediately assailed with gun fire but managed to get the truck moving and drove it pass, and over, the Black Pawn contingency that tried to mow him down. Jungle Cat kept his head low as bullets tore into the windows of the truck, shredding the vehicle as it race across the docks toward the ship. Several bullets punctured the truck's tires, causing the truck to lurch as it lost balance. That didn't stop Jungle Cat was pour on the gas, the axles of the truck sparking wildly as he vehemently drove the truck through several black pawns as he reached the end of the dock. Then just before the truck ran out of road Jungle Cat pulled himself out from the side, letting the truck skid the rest of the way off the dock. He leapt clear as the truck soared the few remaining feet before impacting the side of the ship, to which it shattered then plunged to the briny deep below.

For Jungle Cat he latched onto the side of the ship, using his sharp claws to dig deep as he tried to keep from joining the fate of the truck. He slide down for a moment, tearing into the hull but eventually found purchase and managed to come to a stop.

"Take him down!" he heard a Black Pawn command, he and others bringing their rifles to bear.

Wasting no time Jungle Cat scaled the side of the ship like beast possessed, just barely staying ahead of the fusillade dropped upon him. Several Black Pawns from upon the ship's deck aimed to stop him but just as one peered over a large claw reached out and took hold. Leveraging himself Jungle Cat pulled his body up and over while simultaneously fling the Black Pawn in paw off the edge, to which is splashed down below. He barely gave it a passing glance as his attention was quickly shifted to the Black Pawns aboard the ship, weapons ready, as well as the Black Pawns from back on the docks. They hurried swarmed up the path onto the ship and despite his savage assault Jungle Cat soon found himself once again surrounded.

But he would not be stayed, "Come! Bring it!" he roared, letting loose such a vicious roar that the heavens themselves seemed to shake.

Meanwhile... gynoid and rock Evo clashed with new resolve in the ship's engine room, and though Carmen's blows had little affect on Quarry she hammered them home nonetheless. Several punches glance off his chin, whereas he fought back with a swift haymaker. Carmen was quicker, dodging the blow to push back with an uppercut that did little but pop his chin back. The coming backhand he lashed out with was timely blocked by Carmen, and she used her momentum to get around to his back and snap her foot into the back of his knee. Even for Quarry the hit hurt enough to drop him, the mineral monster crying out in pain as he slumped over. Carmen then followed up with a punch across Quarry's brow. However, he shrugged the blow off and reached out, grabbing hold of Carmen's outstretched arm.

With a squeal she was yanked off her feet as Quarry rose to his full height, then slammed her down into the ground with a 'thunk'. A second flip slammed her into a nearby wall while a third had her sailing across the room until she fell just in front of the container. Letting out a grunt and with vision static Carmen crawled the last few inches over to the container and dutifully went to work trying to arm the explosives despite the creeping presence of Quarry coming up upon her.

"Just a few more seconds…" she murmured, trying desperately to connect one last relay circuit.

Her aim would be stymied though as Quarry reached out to finish the job. However, but mere inches from yanking her back his attention was grabbed as the sound of gunfire dully echoed through the ship halls. As the sound of gunfire intensified Quarry turned to the open door to see a cleaved Black Pawn fly pass. Another Black Pawn slowly backed into view, opening fire down the hallway. It was then suddenly impaled through the chest by a sharp paw, it's spastic twitches slowly dying down as it lost power.

The downed machine was thrown aside as a certain Jungle Cat made his presence known, a feral grimace on his furry face as she stared down Quarry standing over Carmen. Jungle Cat looked like he had been through the ringer and back, his body punctuated with gashes and legions. But he also looked mighty livid and seeing Quarry lord of Carmen the way he had only enraged him more.

"One warning, get away from her." Growled Jungle Cat, "Or I'll sharpen my claws on you."

The mineral mobster gave him a snort in response, "You'll make an excellent throw-rug after I'm through with you."

With matching growls, the two Evo clashed in a battle of claw and stone. In terms of raw strength, they were about equal as they came to grip one another in hand, but Quarry's harden exterior coupled with the weary Jungle Cat gave the rock boss the advantage. After a struggle in palm for a few moments Quarry managed to overwhelm his adversary and push Jungle Cat back, following up with a sharp haymaker across Jungle Cat's chin. The animal Evo though didn't let himself fall and with sharp movements of his own he countered with several slashes, tearing Quarry's suit as he cut into the gravely hide of the blocky enemy. The hits came a in a frenzied whirl of slashes, ending with a powerful blow that sent Quarry up and over into a nearby wall.

However, the ferocity of the assault didn't down Quarry as Jungle Cat would have like, "Do you know how hard it is to get suits in my size!" bellowed Quarry, as he lamented his now ruined attire.

With his avarice and ego bruised Quarry lashed out with a devastating blow to the solar plexus, doubling Jungle Cat over, which gave Quarry plenty of time to clasp his hands together and raise them high. With a fierce cry Quarry brought his arms down, slamming Jungle Cat into the floor, the creature commando yelping from the blow.

Then to finish Jungle Cat Quarry brought his foot to bear, hovering it above the furry fighter's head. But he was stopped from cracking Jungle Cat's head wide open when he heard a whistle from behind.

"Hey dirt clod!" he heard, turning to see an armed Carmen behind him, "A taste of what's to come."

She had loaded a grenade into the rifle head and wasted no time firing it. With a high-pitched whiz the grenade spiraled through the air, making the short trip over to Quarry and detonating across his hardened chest. Carmen covered her eyes as the explosion propelled Quarry across the room to slam headlong into some of the machinery of the engine block. The bedrock baddy's visions swam as he slunk down from the blow in defeat. This left Carmen to rush to the aid of Jungle Cat and quickly heave him up.

"We gotta go!" she said, hooking his furry arm around her shoulder and propping him up as she hurried to the room exit.

With some effort she managed to drug him through the corridors of the boat while their adversary slowly began to get his bearings. However, upon reaching topside the duo's escape was cut short as several armed pawns littered the ship's deck.

"It's over." One said, his rifle cocked and leveled on the two.

"Oh, it will be… in about 5… 4… 3…" Carmen replied, with the Black Pawn sporting a noticeable confusion.

Back in the engine room a weary Quarry slowly pulled himself up, only to hear a very distinct beeping. He looked across the room at a digital readout of a very vexing sight. A countdown on the container… and it had just reached "0".

Quarry's outraged yell was drowned out as the payload detonated.

The explosion that ripped through the ship's hull was so powerful that the ship practically folded in on itself. For the Black Pawns caught in the initial blast they were catapulted up and away as the force of the blast ripped them to pieces. As for the rest, the buckling ship caused them to stumble as it lurched to the side, along with Carmen and Jungle Cat. But unlike them she had already broken out into a run as the ship began to tip. Some of the more stalwart pawns tried their best to stop the retreating gynoid, but a secondary explosion from the ship's stolen goods forced it to sway sideways, throwing off their aim. As for Carmen she leapt across the sinking deck toward the railing with as much speed as she could muster whilst holding tight Jungle Cat.

With a little maneuvering and a leap of faith the two of them cleared the railing and sailed toward the dock. Carmen stumbled a bit, losing her partner in the process of landing, but other than a slight grunt of pain Jungle Cat was otherwise okay. With a sigh she peered over the side of the dock railing she had only just managed to clear, watching as the rest of the ship slowly gave way and sunk beneath the tides.

"Talk about cutting it close." She said with a sigh, "You okay?" she directed toward her furry companion.

"I'll live." He muttered.

"Good. Because I need you around to make sure to remind me to never do that again."

He snorted, "You won't listen."

"Probably. But you won't stop trying."

"Then we are at an impasse."

"No… a new path." She replied, "A shared one."

"Indeed." He murmured, then groaned in pain, "Although I am in no condition to walk it now."

"Then I think it's a good idea to call in Providence to pick us up." She replied.

* * *

In time the night made way for dawn as the once desolate pier was bustling with Providence agents, with a certain fussing Dr. Holiday berating Carmen and Jungle Cat for their haphazard actions.

"Carmen, at the rate you're going your systems will be in pieces by the time I unlock them!" Came the doctor in chastisement as she ran a quick scan of Carmen's body, "Just because you're armor held up well enough doesn't mean you can go around taking those kinds of hits! Quarry could have done some serious internal damage! I'm going to have to do a complete system scan when we get back to base!"

Carmen gave a contemplative look before she took a knuckle to her skull and rapped upon it a few times.

"Hmm… I believe everything's in order."

An exasperated sigh flowed from the doctor's lips at Carmen's blasé attitude while Carmen gave a small chuckle.

"You're going to have your work cut out for you doctor trying to make sure she stays in one piece." Came Jungle Cat, "She can be a stubborn one."

"You don't exactly have room to talk." The doctor mentioned, "Look at you!"

Currently Jungle Cat looked like a weird mummy costume hybrid, what with so many bandages draped across his furry hide.

"How did you even survive all that?" asked Carmen.

"Fortunately while strong collectively the Black Pawns aren't terribly bright. I fought many of them on the deck of the ships before making my way inside. That's when I found you." he said.

"You still practically took on an army." replied Holiday.

"Simply the consequences of performing my duty." He replied, "And I don't doubt that similar circumstances will befall me in the future of my partnership with her."

"We can always split up you know." Came Carmen.

"And what, leave you too your lonesome? No, I could never abandon you. Besides, who would look after you and make sure you don't blow yourself up?"

"Hey, I thought that bomb went off rather well." Came Carmen.

"It took out half the ship in the first blast." He retorted, "Had we been a second slower then we would have joined the fate of Quarry and his pawns."

"You know I was dragging your furry carcass through the ship. You weren't exactly conscious at the time. But I never got even so much as a thank you for pulling your butt from the fire."

"I assumed that was implied, but if it will make you feel better then… I thank you for saving my life, for it would have been forfeit otherwise." He said.

"… well, don't worry about it." She said after a short pause to reflect, "If it hadn't been for you I'd be sold in pieces off a cart right now. So, thanks for having my back."

"Thanks, aren't necessary. But I appreciate it all the same."

"Well, well. Here I was worried that you two might not get along. But it looks like you two hit it off despite the circumstances. Just wish you two didn't have to get yourselves half killed to do it." Came Holiday.

"Not like we planned for things to go down the way they did."

"I thought that was the plan?" came Jungle Cat, "You did come up with the idea of blowing the ship after all. Something you definitely excelled at."

"You're the one who put it together."

"At your instruction."

Carmen gave a low chuckle at that, "Okay, maybe I put a few too many explosives in that thing."

"You think?" murmured the Evo.

"Well what can I say, I don't like enclosed spaces." She said, "Wanted to make sure I got payback from Quarry for that."

Jungle Cat rolled his eyes but smiled nonetheless.

"Speaking of the mineral mobster, have Providence found him in the wreckage?" Carmen asked.

"As far as we can tell, no." replied Holiday, "Most of the ship was decimated and we only managed to dredge up parts of Black Pawns."

"Maybe he's been blown to pieces?" came Carmen, "Would be good to be rid of him."

"He's been blown to pieces before." Jungle Cat mentioned, "Doesn't necessarily mean he didn't survive."

"Well, if we do run into that mook again I plan on having my systems operational. We'll see how he likes me at full power."

"After we get back to Providence I plan on doing just that." Came Holiday.

"So, you got what you need doc?" she asked, to which Carmen got a nod in recognition, "Nice."

"Although, that still won't mean much if you damage your internal components beforehand. So, in the meantime, I hope Jungle Cat can keep you from taking anymore unnecessary risks." Replied Holiday, "Though judging from his condition…"

"I'll do what I can, but I'm no miracle worker." He said, "Keeping an eye on this one is a full-time job. However, for taking this duty I have no regrets."

"No regrets huh?" She said, to which he gave her a good-natured head shake with a slight smile etched across her face, "… same."

* * *

This took sometime to make, real life can be a pain when it wants to be, but I don't want to stop writing this. Still, it's not easy writing something you're comfortable with. But hopefully more chapters will come out quicker.


	4. Waterlogged

Generator Rex Generations

Episode Four

"Waterlogged"

The moon hung high in the night sky of its waning prose, its light illuminating the world beneath it in a soft glow. The air was crisp with the water of the sea in the cool night's breeze. Light also shined across the pier of a nearby shipping center as the late-night crew was hard at work moving about massive crates throughout the docks. They worked through the night in a routine matter, the moving of goods a simple matter too these shipyard workers. Unbeknownst to them however their night was soon going to take and unexpected and terrifying turn. For at the shallows of the water something stirred, slowly moving up the docks in a quick and silent tread.

While cranes hefted materials across the yard and workers drove about in forklifts to pack them a soft bubbling began to issue forth from the edge of the docks. This garnered notice from one of the workers and had him peering over the side. Though dark he could still somewhat make out a vague shape beneath the surface, spherical in design. Unfortunately, he wasn't given much time to ponder this as something suddenly thrust out from the water, sending water spray up to drench him. His impromptu bath had him hacking and wheezing and wringing about, but his expression took a sharp turn to petrified as he stared up at a looming visage.

An elongated, tendril-like entity had emerged, flailing slight before coming down hard. Fortunately for the worker the tendril slammed down a few feet aside from him; he was saved from an untimely demise. Still he got himself moving when another tendril burst forth and crashed down as well. As he ran something large started to pull itself upward by the two tendrils, with more popping up to give it support. This had the other workers staring wide eyed as a massive form soon took shape in the shadows of the night. Spotlights shined across it, revealing much of its form to the collected group.

It indeed had a rounded shape, though with protrusions that gave it a rather hard looking visage. A single-eye glowed in its center and its bulky frame was compounded by the multiple tendrils that lashed about as it trudged forward. It paid little mind to the people beneath it, pushing forward despite their cries, forcing them to flee in random directions lest they be crushed under-tendril. Knocking aside vehicles and tearing through scattered cranes the tentacled behemoth glanced out, seemingly in search of something. To it's vision if zeroed in on something that caught its interest, a rather large crate with a stylized logo upon it. It was a cursive "X" with a slash through the middle. With nary a hesitation the creature reached forward and grabbed hold, it's tendril snaking itself around the crate to hold it firm. From their it hefted the crate up and over, proving its strength as it easily held the crate aloft.

The creature moved about for a time more, grabbing up similar crates as it trooped its way around the shipping yard. In time the creature held four large crates in tendril of the stylized crates, then fitting a fifth one into what appeared to be its 'mouth'. Then turning on a dime with its remaining tendrils the beast plodded back toward the water's edge. With a little hop it threw itself overboard, kicking up a huge wake and splash of water upon hitting the surface. It sunk like a rock, its tendrils following suit as it vanished back into the darkness of the sea, slipping away beneath the waves.

* * *

Morning soon came to the world of Providence, its personnel moving like a well-oiled machine through the halls of the great military establishment with single-minded purpose and practiced precision.

For the most part…

Rex wasn't exactly moving at the same feverish pace the others were. Not to say he hadn't been well rested. It just took him a bit a time to get into gear, pardoning the pun.

Further pardoning the pun was the fact that the newest recruit to the organization, Carmen, was 'getting into gear' herself with the help of Doctor Holiday. The gynoid was currently laying on the large scanner in the Tower, something Rex had humorously dubbed "The Scan-o-matic" because of its plethora of different examination purposes.

"Hey Doc, she's in my seat?" came Rex as he waltzed in.

"Well Rex this is the only machine with the necessary equipment to accurately scan both yours and Carmen's inner mechanics so you two will just have to share. Besides, Carmen got up earlier than you did so she went first." Replied Holiday.

"Got up? Like she was asleep?"

"I do sleep you know." Came Carmen.

" _Why?_ " he pondered, "Don't you have like, unlimited energy?"

"Not really. But even so, you wouldn't leave your car running twenty-four/seven even if you had the fuel to do it? Even machines need rest once-in-a-while." Replied Carmen.

Holiday nodded to that, "Besides, sleep is a fundamental part of being human. Rest and dreams are part of what helps people make sense of the world." She explained.

"You _dream?_ "

"Not the same way you do. But yeah, I subconsciously re-watch recorded moments in a film like quality in my shutdown periods." She said.

"Then what do you dream about?" Rex asked with curiosity abound.

To that though an indignant Carmen snorted, "Like I'd tell you."

"Dreams are private Rex and not everyone's comfortable with telling them." Replied Holiday, "Would you?"

Rex thought on that and quickly concluded that he probably wouldn't. Especially about that dream he had the other night where he was in a ballet recital of 'Swan's Lake', full ballerina with tutu and all.

" _Still I'd like to think I was light on my toes._ " He thought, though shook that from his mind as he got back on topic.

"Okay then, you sleep. But _where_ exactly? You don't have a room or anything." Rex asked, "I mean, there are a few spare broom closets and…"

"She's 'bunking' with me until we can set up a permanent room for her." Replied Holiday.

Carmen added a quick, "And no, I don't sleep in her _closet._ I just sleep on the floor."

"Carmen really doesn't take up much room and she's a sound sleeper." Replied Holiday, "Although surprisingly she does this cute little thing while she sleeps. She…"

" _ **Shh!**_ " came an incensed Carmen, "Don't tell him _that._ " She seethed through clenched teeth.

Rex raised a curious eyebrow while Holiday cleared her throat, "Yes well, Carmen is no hassle at all. But still I think she'd be more comfortable with a room of her own so hopefully we can do so by the week's end."

"Well I'm in no rush or anything. Not having to be in that coffin is good enough for me." Carmen replied.

"What you do with that thing anyway?" Rex asked.

"Well even though Carmen's never going to be put back in there I still take study of it." Replied Holiday, "Remember, Carmen wasn't the only android of the CA4 series to be locked away and in case we run into others of the same kind I'd like to better know how to deal with their containment units."

"Speaking of, how many _are_ there of the CA4s?" Rex asked, "They're like your family, right?"

"I suppose you could put it that way. Even though they weren't expressly built by my father he still had a lot of input in them." Carmen replied, "And to answer your question, since I'm the CA4-6M-09N, the '6M' meaning "Sixth Model" that means there were five other models before me; the CA4-5M-05B, the CA4-4M-03V, the CA4-3M-01Y, the CA4-2M-08T, and the CA4-1M-04R.

"Wow, big family."

"There were a lot of trials and errors… and _errors_ , before the emotional systems stabilized in my creation." Replied Carmen, "And each of my 'siblings' were recorded to have mental deficiencies that made them too dangerous to be used."

"Mind elaborating on 'mental deficiencies'?" Rex asked with raised eyebrow.

"They… couldn't quite understand the difference between direct orders and indirect." Replied Carmen, "At least that was the official documentation. But the real problem is that they took on the worst qualities of human nature; pride, greed, anger, envy, vanity… as if becoming representatives of the deadliest of mortal sins."

"Wow… deep."

"But for the military they simply could not be controlled, not enough to make them effective in battle anyway." She told him, "But at the same time they were too valuable an investment to simply scrap so they were put away in hopes that in the future someone would come along and manage to 'fix' their internal problems."

"But these problems aren't simply something you can remedy by just putting in a few new lines of code." Holiday chimed in, "The CA4 series are too close to human, if not outright so, in their thought processes. Just like you can't instantly change a person's personality the same is for the CA4. These 'problems' are too ingrained into their psyche… effectively becoming a part of who they are."

"So… they're nuts?" Rex replied.

Holiday however didn't like his dumb-downed version, "That's too simple an answer for conditions so complicated."

"Yeah, but regardless of how you put it they are just too dangerous to be left to themselves." Replied Carmen, "That still doesn't mean I like the fact that they're in the same boat I was, but there's nothing that can be done. Or at least, nothing that others are _willing_ to do."

"For now." Replied Holiday, "I can't expect to understand the nuance of their psychological problems but maybe in time and using _your_ stability as a starting point we can figure out a way to help them."

"Sounds nice Doc but I'm not holding my breath for much." Came Carmen, "But thanks for the gesture anyway."

"Sure, you're welcome. And you're also done." Replied Holiday, "I've just made a complete mechanical scan of your entire mainframe from head to toe." She replied, "I've got a detailed map of your entire body… save for a few key areas that couldn't be analyzed."

"Still in the dark about a few things?" Rex asked, "What you are hiding in your metal caboose?" he playfully asked Carmen.

"Nothing I'd tell you." Was her stark response.

"More like nothing _she_ knows." Came Holiday, "Really, only a section of her power core and the deeper recesses of her mental computations are unknown to me."

"So… her heart and her brain?" asked Rex.

"In a sense." Replied Holiday, "Whatever is there though is beyond even Carmen's reach… which I believe is probably the access to the stand-by code for her defensive systems."

"Guess then there really isn't a way to unlock it fully." Came Carmen.

"Maybe, but like I said, since I now have a complete structural analysis of your body I'm rather confident that I can bypass that code and get at your parts individually… although the question now is, where do I start?"

"Maybe you can find the mute button." Rex muttered.

"And maybe I can give you a _fat lip._ " Carmen growled.

Holiday intervened quickly enough, "Stop that you two." She chastised, "If anything I should probably try to unlock overall systems before I start getting into specifics, so I'll begin with structural resonance." She said.

"… what?" came Rex, lost at the technical jargon.

"She means my overall body structure, like unlocking my full physical attributes." Replied Carmen.

"Full physical attributes? Like what, super strength or something?" came Rex.

"Essentially. Behind this slender frame lies a powerhouse." Came Carmen with a smug expression.

Rex gave her a look of uncertainty, "You don't look all that strong."

Carmen scoffed at his remark, "I'm strong enough to put you down." She said, getting a glare from the boy in response, "And at my best I can bench press like… twenty tons.

" _Pssh_ … I could do that on a bad day." Rex said.

"Then I guess every day's a bad one for you." Carmen muttered, although Rex heard and growled right back at her.

A look from Holiday though stopped anything from escalating from there. As well as a siren from above stopping both the teenagers and Holiday from continuing her examination.

"Guess it's time to get to work." Came Rex as he stepped over to the other side of the room.

Carmen followed, and they were soon joined by Holiday and Six in short order. With the group congregated a picture of White Knight appeared overhead, his normal demeanor on full display.

"So, Monsieur Blanco, what do you have for us today?" asked Carmen.

Without skipping a beat White Knight directed the group's attention to a chaotic scene of what appeared to be a shipping dock.

"At 0426 Universal Time this shipping yard was attacked by an unknown entity." Replied White Knight as the screen panned across the area.

"Wow, that was some entity." Replied Rex at the destruction displayed.

"Security cameras stationed there managed to catch a glimpse of the anomaly that attacked the yard, though because of some strange electromagnetic interference the picture isn't very good." Came Knight, showing another picture alongside the first.

The picture itself was rather fuzzy, going in and out, but the team could make out a vague shape of the strange creature that rampaged through the docks.

"Evo?" asked Six.

"That's what was thought at first, which is why we were called. But look closer."

Upon further inspection the group noticed some… oddities about the creature, oddities that didn't quite place it in the realm of Evo weird but more…"

"That thing's mechanical in nature." Replied Holiday, noting some segment sections in the creature that looked machine driven.

As the picture moved along Carmen also took note of the metal monstrosity and something seemed to click for her.

"Oh no, no, no, no… it couldn't be." She murmured.

"You have an idea?" asked White.

"Wish I had a better look of it, but from what I can tell that thing looks like an… _Octopod._ " She replied, "It's a massive battle mech."

Holiday got to work on a nearby computer, putting the name into her search analysis and in moments did she find a match.

"Ah… the Octopod, also known as the "Amphibious Reconnaissance Stealth Sub"." Holiday replied, "Like the Quadruped it's a ninth-generation combat mech designed for off-coast and shoreline infiltration."

"You mean that thing's on the same level as Fido?" asked Rex, "How many guns does _it_ got?"

"The Octopod doesn't have the same level of weaponry as the Quadruped, as its overall structure is meant more for sneaking behind enemy lines rather than blasting through them." Replied Carmen, "That said the Octopod is still really dangerous. It can emit wave pulses that shield it from conventional radar and sonar."

"That might be were the interference stems from." Replied Knight.

"It's also a lot easier to control than the Quadruped." Carmen added, "While the Quadruped tends to have a single-minded fury, the Octopod is more calculative. But at the same time, it's more straight forward as well. Once it starts on something it won't stop until it's finished so really all you have to do is point it in a certain direction and let it take it from there."

"A little obsessed huh?"

"Yeah, definitely." Came Carmen, "But it's real selling point is its dexterity. For something of its size, it can move rather fluidly… and randomly. Makes it hard to predict what it might do next."

"Well we know what it _did_." Came White Knight, referring to the morning picture, "The 'attack' on the shipyard was more of a robbery, as the mech made off with several containers."

"Do we know what was in them?" asked Six.

"No, but we do know who owned them." Came Knight, with yet another picture popping up.

This time it was of a familiar face, that of the ever silent Xanubian, in human form.

Rex let out a soft growl, " _The Consortium_."

"The mech carted off with crates owned by Xanubian, so it's safe to say that Black Knight was behind the theft."

"But what does she want with them?" asked Carmen.

"Not sure. But Xanubian was an arms-dealer as well as shipping owner, so I can ponder a guess what might have been in the crates."

"Stocking up on weapons huh?" came Rex, "Guess Black Knight's not wasting time prepping herself up."

"Just wish we knew where she was." Came Holiday.

"That's what you're going to figure out. Rex, Six, Carmen, Jungle Cat, Holiday, and Bobo, you will head out to another of Xanubian's shipping docks and stake it out. Hopefully Black Knight decides to make another smash-and-grab; and you'll be there to stop it."

"No problem Flour Power, we're on the case!" Came Carmen with a salute.

For his part White Knight just gave a slow nod before the screen went dark. A second or so later a snicker could be heard, and all eyes turned to Jungle Cat.

"You know… he hates when you do that." He said, referring to Carmen's little pet names for White Knight.

"I know, and that's what makes it fun."

Jungle Cat gave her a good-natured head shake but didn't disagree with her.

"You two seem to be hitting it off." Came Rex, "One mission together and you seem all buddy-buddy."

"We've simply discovered a… common bond in our line of work." Replied Jungle Cat, "I would say not unlike yours with Ha-ha… although I sometimes ponder exactly what that is?"

"What's that supposed to mean Whiskers?" came the chimp in question.

"It means… Rex must have a high tolerance for insanity to put up with your antics."

"I hope you got a high tolerance for pain!" growled Bobo.

"Stop." Came Holiday, interceding.

"Maybe Rex is just as insane?" Chuckled Carmen, granting her a scowl from Rex.

"And maybe you're just as hairy?" Came Rex.

" _Stop._ " Came Holiday again.

She and Six looked between the two groups, slightly grimacing at the back and forth that seemed to erupt.

"Kids…" muttered Six.

* * *

Night had fallen on a shipping dock of Port Said in Egypt, one of the busiest ports in all of Africa. It was also home to the main shipping capital of Xanubian exports and import. Despite the time there was a lot of foot traffic, with many of the workers moving about in a feverish pace. Also, among the dock workers were guards armed with high-level weaponry who patrolled the area with stalwart resolve. After the attack on one of their branches they stepped up security, unwilling to lose anymore merchandise due to 'sea creature' attacks. That and many people weren't entirely convinced that the main company had broken all ties with Xanubian in the first place. As far as some in the public were concerned Xanubian was just handling his resources. Thus, the company's image was hanging on by a thread and it wouldn't take much for it to fall through. As such their pride was as much at stake as their merchandise. There were even so heavy vehicles parked along the perimeter of the docks, armored cars and even two battle tanks, fully loaded.

It never seemed to dawn on them that a shipping company having so much high-level weaponry on stand-by might not help to curry the public's favor, but they were desperate to show that they had no love for their former CEO. Within the main shipping building a large computer was monitoring the nearby area, both land and sea, for any disturbances. And for a time, things were relatively quiet, with the only machinery sounds being that of the heavy cranes moving materials about. However, a static surge ran through the computer relay display, the picture slowly growing fuzzy until it blinked in and out.

Attentions were turned to the sea as a familiar visage slowly made it to port, the water parting as something very large moved through it. Murmurs of discontent were echoed across the shipyard for a time until the sudden appearance of a massive tendril bursting through the water's edge. Immediately did the armed guards open fire as the massive form of the mechanical behemoth pulled itself up from the water. However as powerful as their weapons were bullets pinged harmlessly off the metallic hide of the _Octopod_. From the main sensor of the Octopod's single 'eye' it surveyed the surrounded area, taking note of the collection of armed humans, armored cars, and tanks that littered the area. It kept tabs on them even as its focus was on its main objective. With that it stomped forward on four tendrils, it's large and gangly form snaking its way into the shipping yard.

Seeing that their assault did little to slow the Octopod down the security force wailed pathetically as they were forced to flee from the advancing battle mech. Those in vehicle fared no better, many leaping clear before they could be crushed underfoot as the Octopod stomped pass them. But more heavy-duty bullets rang out from their holdings, this time from the two tanks that slowly positioned themselves on either side of the Octopod. With cannons swiveling into position the tanks quickly locked onto their oversized adversary and primed their guns. Then with a bang the large caliber bullet flew from its holding toward the Octopod, but in that moment, it showed its inherent dexterity and with a quick juke to the side it avoided the shot, letting it whiz pass to fall harmlessly into the sea. The second tank opened fire as well, but its shot was similarly dodged as the Octopod whipped its main body to the side. Then in what could only be described as a mad dance the Octopod released the rest of its tendrils and then broke out into a run.

A third shot was leveled on it but the mech had already made its move, leaping up to a surprising height considering its size. As such it jumped clear before the shot could reach it, with the blast instead decimating the area it leapt from. As it landed from its leap its tendrils flailed about wildly, using their flexible movements to keep the Octopod on the move as it closed the distance between itself and the tanks. During that mad scramble its tendrils slithered around nearby crates and cars, heaving and throwing them across the shipyard. The rain of heavy metal forced the tanks into a quick retreat, their treads grinding against the pavement in their haste. Metal debris bounced everywhere as the Octopod's makeshift weapons crashed down, but their real use wasn't to damage the tanks so much as to distract them. For as it closed in, several of its tendrils revealed hidden mechanisms within. A much slenderer tendril emerged from the larger, one with a vibrant looking sheen.

Its looks weren't the only difference, for it showed it had some conductivity to it as well, as a pulse of electric energy ran through the emerging tendril. Then with a flick and whip the tendril lashed out and squirmed over the hull of the tank, showing surprising power as it held it at bay. But the real destruction took place when the tendril released its electrical payload, sending several thousand volts of volatile energy course through the tank, frying the delicate systems within. Leaving the tank sizzling the Octopod turned to the other, only to find the tank's main muzzle pointed directly at it. And at the range it was at even the slippery Octopod wouldn't be able to dodge.

Then again, it didn't need to.

With a mighty "boom" the bullet rang out from its holding only to bounce fruitlessly off the metallic hide of the Octopod. Its armor proved to be far too thick for the bullet to penetrate, sending the shot away into a group of armored cars over to the side. With its main weapon shown to be useless the tank could do little when the Octopod's electrical tendril wrapped about it, frying its inner workings in moments.

Throwing the defeated military vehicle aside, the Octopod continued its trek through the shipyard. It largely ignored the continued fire of the armed forces around it as it scanned about the area. It eventually picked up the "scent" of its goal and meandered over to a small set of crates, many of which were labeled with a familiar "X" logo. However, as it reached down to pick them up its sensor's keyed in on a new, powerful signature. Not fast enough however as a metal fist slammed headlong into the Octopod and knocked it back some ways in a flailing ball of tendrils.

In time it righted itself and spied its attacker, a certain Rex with a large metal fist clenched tightly.

"Sorry big guy but no smash and grabs tonight." He said as she stood atop several crates, "It's time to shut you down."

"Don't underestimate the Octopod Rex." Came a communication from Holiday back at Providence Base, "Remember it's a ninth-generation battle mech like the Quadruped is."

"Meaning it's bubble-wrapped like Fido too, right?" he asked.

"Yeah, so trying to shut it down won't work."

"Not with your nanites anyway." Came Carmen as she joined Rex at his side, "Guess I'll have to save the day yet again with my infiltration skills."

"Don't **you** underestimate it either." Came Holiday to Carmen, "You didn't have the easiest time hacking the Quadruped and I'm sure Black Knight has prepared for a similar attempt on the Octopod."

Recovering the Octopod analyzed the newcomers, more so when Six, Bobo, and Jungle Cat came to join Rex and Carmen.

"Holiday, is there any weakness we can exploit?" called Six.

"No much I can go on with the data I have on hand." Came Holiday, "You'll have to make one."

"On it." Came Six, just as the Octopod reared back a tendril.

The group scattered before the large tendril could come barreling down on them, instead letting it demolish the few crates they had previously been standing on. Rex was the first to retaliate, launching himself up in an explosion of metal parts as his Punk Busters erupted from his legs. With a grunt he kicked out, scoring a hit across the side of the Octopod and then followed up with a punch as a pair of metal fists expanded across his arms.

Metal met metal in a clash that sent the Octopod up and over a couple of crates, to fall in a heap in a more open area in the harbor. The staggered mech tried to right itself, but as it did so it caught sight of the descending form of Six, blades crossed above him. Landing upon the lopsided machine he lashed out with slashes, but other than a few grooves his best attacks couldn't cut through the heavy armor of the Octopod. In time he noticed the mech regain its balance and sensing impending danger he leapt free of the mech as its tendrils pulled it back to a "standing" position.

"Not much room to make an opening." Six mentioned as he rejoined Jungle Cat and a blaster firing Bobo, "Armor's too thick. And something else..."

"Noticed!" barked the chimp as he unloaded his payload, dismayed at its ineffectiveness.

"Just need a bigger knife if you plan on making calamari out this big guy tonight Six." Came Rex, leaping over his mentor as a new weapon, his BFS, came into play, "Time for sushi!"

Rex swung out with all his might, but his opponent reacted just as powerfully, slamming its own tendril into the oncoming blade. The twin metals clashed with a resounding "clang", with neither giving way. But the impact of the larger and stronger attack managed to send a violent reverberation through Rex from their clash. His BFS quickly retreated as he clenched and unclenched his numb hand. His ham-fisted attack also gave the Octopod time to unleash its electrical tendril and whip it down at the stunned Rex. Fortunately, he was saved by a timely grab by Jungle Cat who yanked him clear of the strike.

"You good?" asked the Evo.

He got a quick nod to that as electricity danced across the tentacle a few feet away, "Tougher nut to crack than I was expecting, but I think I can handle it." He said as he watched the Octopod raise its tazer tendril for another strike, "Just give me a little room." Came Rex, his arm morphing.

At the same time a collection of metal bulged on his back, giving way to his flight pack. With turbines turning he shot up into the air before the Octopod could come at him with another slam and propelled himself up and over, just as his arm transformed into his BFS once more. He once again clashed with the flailing tendrils, though he didn't so much as clash with them as he simply used his blade to swat them aside. His real aim was to get as many of the tendrils on his case as possible, for as the cluster of metal appendages whipped out toward him he swiveled the turbines of his Boogie Pack toward them, the shielding releasing to fire out a swarm of bolos. The metal wires twisted about the oncoming tendrils, quickly seizing them up and pinning them against one another.

Without its tendrils keeping it leveled the Octopod lost its balance, tipping sideways before toppling over into a few nearby crates.

With a wide grin Rex commented on his handiwork, "Well I think I wrapped that up quite nicely."

"I wouldn't be so sure about that." Came Carmen from nearby, bringing his notice to the still moving mech.

The Octopod still squirmed despite its bindings, bindings that unfortunately weren't up to task of truly holding it in place. By putting more horsepower forth the cables binding its tendrils snapped.

"I'd save the puns until the Octopod's down for the count." Carmen replied.

To that Rex grimaced as the Octopod freed itself and brought itself back up to an upright position. It then moved to battle him once more, unleashing a charged tendril from its holding, the energy within cackling madly.

"Hmph, wanna play like that huh?" came Rex, his nanites once more flowing through is arm, "Well two can play at that you overgrown seafood special!"

From his arms sprouted his own mechanical tendril, a tendril that lead to a massive energy pack that exploded from his back. His Blaster Caster slowly charged, and soon his metal flail matched that of his larger aggressor. In turn the Octopod locked its sensors on the Evo boy before letting loose with a sharp strike of its electrified tendril. Rex let loose his own with a mighty grunt, letting it cut through the air before slamming headlong into the Octopod's. However, this only proved to inadvertently create a complete electrical circuit as the two tendrils intertwined. The energies concentrated into a steady current, although quickly did that current begin to build between the two, testing out the limits of their respect resistance. And in the end the Octopod proved to be the better of the two as Rex's pack overloaded.

That's not to say that the Octopod came out of the exchanged unscathed. As Rex's backpack shorted out, the nanites within fell apart in a violent breakdown which sent a feedback shock running up the tendril of the Octopod, in turn forcing a recoil as stray energy sparked about.

Carmen ran to Rex's side as the Octopod faltered, obvious concern sketched on her features, "You okay?" she asked.

"Yeah, but now we know why they say you shouldn't play with electrical sockets." He replied, "I can try to get you close enough, maybe you can hack it."

Carmen took a quick scan of the bot, looking over the entirely of its surface area, but a head shake from her squashed that idea, "I need to find an exposed panel, get inside its mechanics to hack it. It's too heavily fortified for that. You'll have to bust it up a little if I plan on getting in there."

"Then let's get busting." Came Rex as he got back to his feet, "Punk Busting!" he said, as those feet transformed into large metal boots, boots that propelled Rex upward in a piston action leap.

Looking up the Octopod caught a mono-eyed face-full of metal shoe as Rex brought his build broadside across it. There was enough force behind the blow to send it tumbling aside, smashing against a nearby crane. However, the Octopod soon pulled itself back up with little damage to say for it.

"Man, need more kick!" growled Rex, pushing himself up and over again to launch another metal boot at his foe.

Reacting a hair quicker the Octopod lashed out, bringing a tentacle around to smash mightily into Rex's extended foot. The blow shattered his built and sent the poor boy tumbling head over heels across the shipyard. Carmen watched as Rex sail unceremoniously overhead before crashing painfully into a stockpile of wooden crates. With a sorrowful shake of her head she took off into a mad sprint while the Octopod was distracted. As the mechanical beast lumbered off to finish Rex off, Carmen got behind it and leapt up toward the crane, specifically the control console. It took little time for her to get into it with her tools, and with a move of the levers she was able to bring the crane hook to bear.

The Octopod's looming presence quickly overshadowed Rex as it brought its tendril into attack, while largely ignoring the efforts of Six, Jungle Cat, and Bobo who tried to slow it down. But slashes and blaster fire did little to stymie the mech. Still despite its single-minded pursuit of Rex it still had enough mind to turn around upon hearing the creak of gears behind it, however too late it was.

Irony hit it with a full two tons of metal hook as the crane not only slammed bodily into the Octopod but managed to entangle itself under one of the openings of the large tendrils, effectively like a fish. A quick pull on the lever on Carmen's part revved the machinery in the crane and before long the Octopod was hoisted up, leaving it lopsided.

"Get up!" came Six as he landed near Rex's side.

He gave Rex a hand up as the boy shook his head clear, quickly noticing the Octopod's predicament. Looking beyond the mech he noticed Carmen, with a large grin and wave, the perpetrator of the Octopod's current dilemma.

"Strung him up by his unmentionables huh?" came Rex, "Gotta keep an eye on her." He said, before his brought his nanites to life in palm.

Moments later a large blade erupted from hand, a blade that disconnected from its main holding before beginning to oscillate. It took little time for it to become a buzz-saw, a spinning blade that tore through the air with its signature roar. Then with a roar of his own Rex lunged up at the disorientated mech and slashed out, his blade sparkling madly upon the metal hide of the Octopod. He pushed onward, trying to bore into the metal skin, but the Octopod lashed out, at him and at Carmen, with tendrils whipping wildly across the area.

The crane was ravaged by the multiple tendril whips, eventually forcing Carmen to dive for safety lest she be crushed under the fall of a metallic tentacle. And though his buzz-saw roared the spinning blade fell as well, despite it cutting into the metal of the tendrils, the blade broke under the pressure of the flailing limbs.

Rex leapt away to avoid further tendril slams while the mech tore itself free from its entanglement with the crane. Rex scanned around, noting Carmen shakily getting to her feet whilst the shadow of the Octopod slowly loomed overhead.

Rex wasn't sure if it was going to crush her or grab her up but regardless he had to stop it from attacking, and after spying the loose crane he came up with an idea. Just as a metal tendril slithered down over Carmen the Octopod was suddenly knocked aside with a loud 'clang'. It tumbled overhead before slamming into a nearby stack of crates.

"You're fight is with me big guy!" Came Rex, his Smack Hands out, "So don't get distracted now."

Gripped tightly in his metal palms Rex held aloft the cable of the crane in one hand, while the other held the hook of the crane itself. He then channeled his inner cowboy as he twirled the construction hook overhead by spinning his metal arm about. Then with a grunt he let the hook fly, scoring a clean hit against the Octopod, once again causing it to tumble about. And given some time to recover Carmen was able to scamper away from the toppled Octopod. It groggily rose up only to get another blow across its brow with the metal hook. Rex bashed the mech with repeated strikes, scoring decisive blows against his much larger opponent.

"Man, what is that hard shell of yours made of?" came Rex as she tried to hold tight the cable of the hook, "I pound you over and over again, and I barely make a dent!" Growled as he whipped the hook about with all his strength.

The Octopod however soon tracked his rhythm and with a snap of a tendril it whipped around the coming cable, holding fast the hook and stopping Rex's assault cold.

Those heels soon became metallic as his Punk Busters popped into existence and tried his level best to hold his ground in the little tug-of-war skit he was having with the Octopod. During which Six tried to flank the machine to find a good spot to strike out. In doing so he noticed a large shadow overcasting the Octopod as it wriggled near another crane. And though Rex struggled valiantly he unfortunately just didn't have the tonnage necessary to keep it at bay and soon lost ground to the Octopod, who gave one good tug that lifted the Evo boy clean off his feet. Then with a quick jerk Rex was snapped up into the air and flung across the shipyard to crash into a smaller storage house.

Its victory was short lived as the sound of a snapping cable brought its attention upward, only to get a large falling crate to the face as it's reward. From his position on high, hanging from a cut cable, Six stared down at the down Octopod splayed out. The crate had cracked like an egg against the mech's hard shell, spilling its contents of imported microwaves across the massive machine. Unfortunately, it only kept the metal beast down for a few seconds, for it quickly rose back up after pulling away from the broken crate. But it wasn't the only one to recover. A metal fist tore out of the small storage house followed by Rex, with a mightily cross look upon his face.

"I'm going to crack that things shell even if I have to pound on it till _**dusk to dawn!**_ " he barked, his metal hands gripped ever tighter for a brawl.

"Wait Rex!" called Six as she leapt down toward him, "We've stalled long enough." Came Six.

Rex grimaced at the call, quickly noticing what Six meant when he heard the telltale sound of hover engines. Several Providence jump jets appeared on scene, shining their bright search lights upon the tentacled terror. The squadron surrounded the Octopod in short order with weapons locked; both guns and missiles ready to fly. Then an order from the lead jet of an "Open Fire!" began the cascade of bullets and bombs as the jump jets unloaded on the Octopod. And though the bullets did nary a dent to the Octopod's tough hide, the sheer volume of bullets unleashed upon it had it scurrying for cover, followed up by the explosive rounds of rocket strikes that bombarded the mechanical menace.

"Took them long enough to get here." Came Carmen as she, Jungle Cat, and Bobo joined Rex and Six.

Bobo grunted his reply, "Yeah, someone mind explaining why they weren't just parked here in the first place?" he asked.

"Couldn't risk letting Black Knight know this was a set up." Came Six amidst the heavy shelling, "If she knew Providence was waiting around she'd never send that thing out."

"And we might just be able to bring it down. With the Octopod surrounded even it won't come out of this unscathed." Carmen added.

And Carmen's words looked to ring true. For regardless of its tough shell the sheer amount of ballistics being thrown its way threw the beast off kilter, with a blast throwing its balance to the wayside where it tipped over, leaving it prone in a vulnerable position. Bullets rattled its side, with a few stray shots making their way into its inner mechanics. In a bid to protect itself it wrapped a tendril around a nearby downed car and flung it skyward at the jump jets.

The jump jet swerved sharply to the side to avoid the car, though it's knee-jerk movement put it in the path of another jump jet that had to break away from its attack to avoid an airborne collision. This gave the Octopod just enough leeway to make a mad-dash forward, avoiding the other bullets and blasts that rained down upon it. The two jump jets that had narrowly avoided colliding with one another tried to zero in on the Octopod, but a pair of electrified tendrils had already lashed up, grabbing at the two aerial vehicles. Volatile energy ripped through the jump jets, frying their inner mechanics and causing their onboard computers to go haywire with emergency lights and sounds. One of the pilots managed to activate his ejection seat, the cockpit shooting off followed by the pilot himself. The other however had no such luck as much of his jet's systems had locked up, leaving him at the mercy of the Octopod. And it showed it had little to offer.

With a snap of its tendril it flung the two fried jump jets aside, one of which crashed into a nearby building, setting it ablaze, while the other spiraled across the shipyard with its screaming occupant. And he too would have gone up in a flame of glory had he not been roughly stopped, jolted about his cockpit as he was caught by a pair of mechanical hands.

"Got sushi fling birds now huh?" came Rex from beneath the jump jet, "All kinds of topsy-turvy today."

Dull thuds caught his attention to which Rex settled down the jet to see the pilot trying to kick his way out of the loosened cockpit. A few good hits and he managed to free himself, throwing aside the cockpit in relief and stumbling out.

"Hey, you mind if I borrow this?" asked Rex, "No sense in wasting it."

The pilot took off in a run giving Rex all the answer he needed. Rex then looked to see the Octopod still engaged with the other jump jets, though it was beginning to gain the upper hand. Rex decided to change that by hefting the jump jet overhead before throwing it with all that he had toward the technological terrorizer.

"Now to give it a little more 'oomph'." Came Rex, leaping up, to which his Punk Busters took center-stage.

Then snapping out with a kick that would make even professional soccer players blush with envy Rex booted the jump jet with all his strength. The fried jet spiraled through the air, seconds too fast for the Octopod to react enough, other to get an explosion across it's broadside. The mech was brought to it's knees, in a manner of speaking, by the explosion, though it was left with mere scratches and a light concussion dent. It still had strength to fight, however the will for that fight was quickly changed when it received a notification within its data-banks. It whipped out wildly with an electrical tendril, sending arcs of power cascading across the area and forcing all nearby to dive for cover lest the they cook. Then with a sudden lurch it scuttled back, maneuvering around the shipyard in obvious retreat.

"The oversized calamari dish is trying to bug out!" came Rex as he gave chase.

His legs soon sprouted his Rex Ride build and he was on the escaping mega droid. And despite a few cars being flung his way Rex quickly caught up with the artificial celephopod. Upon closing in it lashed out with said tendrils, though Rex's quick maneuvering helped him to avoid crushing blows and get in under the swath of writhing tentacles. His ride then disengaged, and he leapt up with his arm thus transforming mid-lunge for his patented Smack Hands. He connected squarely with the mech's underside, even adding a bit of a spin to the punch to really sell home the blow. And it did do a number on the mech… just not a particularly heavy number.

Aside from sending it flying back Rex looked to his fist to notice scrap marks across his metal knuckles, similar marks were on the spot he smashed but little else.

"Can't get no real purchase." Rex muttered, glaring up at his adversary, "Like my hits keep sliding off or something."

The slippery mech tried to drag itself across the docks to slip away into the murky depths, even amidst the gunfire from the surrounding security forces. They pounded the creature with everything they had, though it did little to stymie the mech's retreat. Rex though refused to be ignored by the hulking machine and with a growl launched himself at the Octopod. He grasped desperately at the mech and his momentum, along with the fact that the Octopod was off its balance, caused both to tumbled head over tendrils off the side of the dock. Unfortunately, the chaos had caused some unforeseen consequences, as in one of the guards was caught up in the flailing. They rolled for a moment or so before sinking into the deeper avenues of the dock. As they descended deeper into the water the thrashing subsided, save for that of the fallen guard who struggled upon the water's surface.

"Can't… swim!" he hollered through gulps of water, desperately trying to keep afloat in his panicked state.

Peering off the edge was Carmen, having been the first to race over to see the fate of Rex. But upon spying the drown man a hesitation came over Carmen.

"Help!" cried out the man, losing in his struggle to stay afloat.

"Uh… be right there!" she called, then looked about.

The others were still out of it due to the Octopod electrical discharge, so they wouldn't recover in time to help. And there wasn't any rope or the like to throw to him to bail him out. It quickly dawned on Carmen that she'd had to take a dip herself if she planned on saving the man in time. She moved to jump in but hesitated as she got to the dock's edge, peering over to the translucent liquid several feet below.

But the splashing of the water drew her attention back to the situation at hand, as the hapless guard slipped beneath the surface as his body gave out. A horrified gasp slipped out as she reached futilely for the sinking man, only to watch as slight bubbles floated up to the water's surface. Ashamed at her apparent failure to protect a human life Carmen never took notice that the bubbles hadn't stopped. Then suddenly a swath of water shot up, overshadowing Carmen for a moment before she was drenched by the column of water as it fell. And from that column came a drenched Rex, his Boogie Pack at full spin while he held aloft in his hand the drowned man, who fortunately after Rex let him down, took in some much-needed air.

"It got away." He growled, looking out toward the bay, "Tentacled son of a bi- "

"You okay?" came the voice of Six as he and the others rushed over to Rex and Carmen.

"Huh, yeah I'm fine." Came Rex, "So is this guy I found splashing around." He said, referring to the guard.

"And you Carmen?" asked Jungle Cat, noting her beleaguered look.

" _I'm fine!_ " she blustered out, a proclamation that garnered her some strange looks, "I mean to say, I was just surprised by Rex shooting out the water like that. Give a girl a warn in the future, 'kay?"

"Sorry, I'll _glug_ louder next time." He replied.

"Couldn't track the Octopod?" asked Six.

"The thing's slippery, I'll give it that." Replied Rex, "Besides, had to help this guy out." He said, referring to the guard once more.

"Surprised you didn't jump into the juice yourself." Came Bobo to Carmen, to which he got a stern glare, "What?"

"Then I'd just have to save both of them." Came Rex, "And considering how much Carmen weighs she'd probably sink like a rock."

That little crack got under Carmen's synthetic skin, " _I'm buoyant enough!_ " she barked, "Unlike your overgrown wind-up toys!"

He just chuckled at her grousing before getting back to the situation at hand, "So what now? We scared it off, but we didn't beat it."

"And I doubt Black Knight will send it back now knowing we are onto her." Replied Jungle Cat.

"Come on. Let's regroup at on the command center and we'll take it from there." Replied Six.

"Yeah, the quicker we get out of here the better." Came Carmen, taking the lead of the group as she hurriedly left the docks.

"… what's with her?" asked Rex to Jungle Cat, "She that mad I made her take an impromptu bath?"

"I'm… not sure…" murmured the hairy Evo, deeply pondering the odd behavior of the gynoid.

* * *

Lurking deep beneath the waves the massive form of the Octopod soon came upon a massive ship, dark in color and intent. It was the key ship of Black Knight, stationed in a large crevasse several miles off shore. Like the maw of the mighty leviathan the front of the ship opened to allow the Octopod to slither inside, promptly closing once the mech was secure. Within, the hanger bay slowly drained of water as the Octopod lined up with connecting ports on either side.

"Seems our little fishing expedition was a bust this time around." Mentioned Black Knight as she stepped into the hanger bay, "As expected though of Providence."

Several Black Pawns made their presence known, quickly surrounding the Octopod and running scanning arrays across the mech's superstructure.

"Make any necessary repairs, I'll want it up and running as soon as possible." She ordered.

"You're going to make another attempt?" asked the Evo of gravity, Reddick, "They'll be waiting."

"I know, but we don't have the luxury of picking and choosing what we hit." Replied Black Knight, "Those supplies are essential to keep us in fighting shape. It's not just weapons I'm stealing, but repair tools and equipment."

Xanubian stepped forward to join them and nodded resolutely.

"Exactly, when Providence attacked us we were forced to leave behind a lot of equipment that we desperately need. Xanubian's resources can substitute for those easily." Replied Black Knight, "And we need them soon."

"You sound desperate."

"I'm not ashamed to admit it." Replied Black Knight, "We are on the run and we can't afford to squander any chance we can get. This isn't like your lives before. There isn't someone to come around and clean up. We can't waste our resources so flippantly. The sooner you all understand that the better. Until we can get a stable footing any opportunity that presents itself I'll take."

"And then what?" Reddick asked.

"When we get the required equipment then we can get started on reclaiming what was stolen from us." She replied, "But that's still a way to go."

"And what do we do in the meantime? Twiddle our thumbs and hope we get lucky?" asked Reddick, "Providence was able to push that bot back."

"If you have a better idea I'm all ears." Came Black Knight in response.

Reddick couldn't say he did, so he instead turned to Xanubian and asked, "It's your business. What would they do in this situation?"

Xanubian took a hand to his green chin and thought on that and in time an answer slowly came to him.

* * *

"And after that we regrouped here." Replied Six to a monitor that showcased White Knight.

"So, you couldn't track it?" came White Knight.

"That electromagnetic interference blocks any attempt." Replied Six.

"But considering the damage you did to it I doubt it got very far." Replied Holiday from another view screen, "Black Knight is most likely stationed somewhere close off-shore."

"I wish I could say I did **much** damage to it." Replied Rex, "No matter how hard I hit the silly thing it just shrugged it off."

"The Octopod was designed to take intense water pressure, so it has a particularly thick set of armor." Replied Holiday.

"And what about the electricity and magnetic powers it was showing off?" Rex asked.

"It's a more focused version of the electromagnetic field generator." She replied, "I'll admit its dexterity with using it though was more than I calculated."

"The Octopod might not be on my level of intelligence, but it isn't dumb either." Replied Carmen, "It can learn on a rudimentary level. When it realized that Rex's weapons were vulnerable to electromagnetism it changed up tactics."

"Meaning that if I go against it again I can expect more of the same?" he asked.

"That, and the same tactics won't work twice on it." Replied Carmen, "Those builds it saw you using, it'll be ready for them."

"Perfect."

"Even so Rex, there are limits to what the Octopod can do, just like there are limits to what you can do." Replied Holiday, "Just don't expect to be able to beat it on your own."

"I gotcha doc. Still, I want to get a few good cracks on it at least." Replied Rex, a slight grunt escaping his lips, "I know I can bust that armor. Just need a little more…" he muttered.

"And what are we supposed to do in the meantime?" asked Jungle Cat, "I doubt Black Knight will make such a bold move again now knowing we lie in wait."

"Then again I don't think she can afford not to." Replied White Knight, "She wouldn't be pulling off such brazen heists if she could help it. This is desperation."

Six spoke up to that, "Then maybe we can capitalize on that. To draw her out in the open."

"You want to bait her?" asked White Knight, taking a thoughtful tone, "It could work, but I doubt the shipping company would go for that."

"Maybe if they were given some incentive?"

"Hmm… I'll see what I can do." Replied White Knight, "Be on stand-by should Black Knight make another go. Signing off."

"Alright."

To that White Knight's visage left the screen, leaving Holiday.

"Rex, your biometrics are looking unstable. That fight might have taken more out of you than you thought."

"I'm fine doc, really. It's just… it wasn't just that sushi bot was a tough egg to crack. Kinda felt like I was getting some… resistance." Came Rex.

"Hmm… I can't say for certain, but that might have something to do with its abilities." Replied Holiday, "I'll do some more research on the Octopod, see if I can unearth anything else that'll help you deal with it. In the meantime, if you _do_ fight it again keep a careful eye on how your nanites react to it."

"Gotcha doc."

"Same with you Carmen. If it can affect Rex's nanites then it might be able to affect your inner mechanics." Came Holiday, "You have a tough outer shell, but your systems are still susceptible to damage."

"I'll be fine!" she said with raucous voice, earning her some noticeably concerned looks, looks she quickly picked up on, "I know my role is all. Just got to get past those defenses and I'll take it down from within."

"Which isn't a guarantee, being what I mean." Replied Holiday, "Even if you can circumvent its firewalls, getting to an access point will be the real challenge."

"That and Black Knight may decide to overload the mech again to try and take us all down with it like she attempted before." Replied Jungle Cat.

"In other words, this isn't a problem you'll be able to solve by attacking it directly." Holiday finished, "To beat the Octopod you'll have to come up with something new and unexpected."

Rex thought on that, "New and unexpected huh? Guess it's time to wrack my brain for answers."

"Then we'll be here a while." Came Carmen.

Her crack had him glaring as well as having Jungle Cat and Bobo chuckling, to which he growled in response.

"Looks like you'll have your work cut out for you." Holiday replied to Six aside, "I just hope such a big group can work well together."

"We'll managed… somehow." Replied Six.

She gave him an uneasy smile, "Good luck."

To that he gave a slight nod and then the screen went dark.

"Alright, you heard Knight. We're on stand-by until further notice." Came Six, "We'll stay stationed around the shipyard until change in orders."

"Come on Six, you can't expect us to just sit around here _waiting_ for a sea monster attack." Came Rex, "We got like a whole city to explore. Besides, even if you can't tell _where_ it's coming you can tell _when_ it is."

Behind his glasses Six held an uncertain look, "You know this isn't a vacation."

"When's that stopped us before?" Rex asked.

"This chimp goes stir crazy if he sits around too long." Bobo added

"Just _stir_ crazy?" murmured Jungle Cat.

"Watch it bub or I'll entertain myself with some target practice."

"Come on, Carmen you agree with me, right?" Rex asked, draping a friendly arm across her shoulder.

Carmen looked a little put off by the gesture, but after looking out toward the bay tentatively her mood softened, "I doubt Black Knight will attack any time soon. Even if we didn't bust it up a lot the Octopod takes a lot of maintenance to keep in working order. We should have at least a few hours."

"You?" Six asked Jungle Cat.

"I have no real preference one way or another. My job is to watch over Carmen, so where she goes I go." He replied.

A low sigh escaped Six's lips as he slowly relented, "Fine. I don't see any real harm in purveying the city. But I expect you all to respond at a moment's notice. So, don't get into trouble."

"Sir, yes sir." Replied Rex with mock salute.

"Right…" came Carmen, taking hold of Rex's arm and pulling it off her in mock disgust, "Sir, yes sir." She said, though in low tones she added, "Anything to get away from the water."

With that Carmen hurriedly left the docks with Rex and the others in tow, leaving Six behind to wonder if letting those four loose in the city was the best of ideas.

Port said was a bustling cosmopolitan and vibrant tourist spot with people of all strips moving about its streets with excitement and purpose. Buildings with grand balconies lined many of the streets, giving an allusion of a second "city" resting above the first. It also seemed to be somewhat progressive in other terms, for a talking monkey with high-tech blasters and a bipedal feline with sharp claws didn't cause much of a ruckus. At worst Bobo and Jungle Cat got some odd looks from passersby, but aside from that the two Evo could walk the streets with relative ease.

"Guess the humans here aren't as judgmental as in other places." Carmen mentioned as the group wandered the city.

"That may or may not be a good thing." Replied Jungle Cat as he surveyed around him.

Carmen only smirked at his unease, "You need to relax. You're so high strung."

"For good reason. I'm not a people person." He said, though he got a knowing look from her and relented somewhat, "But I did promise I would try to be more… _open_."

"Then you need to take Rex's crash course in mingling." Came Rex, "Let this Evo show you how it's done."

"I… appreciate the gesture but I doubt I'll get much out of it. I am a big hairy creature… I doubt I'll find much relation to anyone here."

"So is Bobo, but he blends. And he has a crappy personality." Came Carmen, to which said primate leapt up atop her shoulder to blow a raspberry at her.

"At least I _got_ a personality." He said as she tried to throw him off.

The chimp easily avoided her swipes and soon leapt from her shoulders over to Rex before she could get a handle on him.

" _Oh!_ They are going to have to arrest me for animal abuse one of these days!" growled Carmen, with threatening fist directed at Bobo.

For his part Bobo laughed off her frustration as he took the lead of the group while they continued to trek through the open port metropolis. And though they walked about unsupervised they didn't walk about unnoticed, or unwatched. From high above a small camera observed their movements with careful eye. An eye that recorded and reported its findings back to its source, with a certain Black Knight smirking in response.

"This situation could work out rather well." She said while spying upon her adversaries, "It at least gives me an excuse to use the sentry droids."

To that she pressed a button on a nearby console, which resulted in the docking doors to slowly open from the outside of the ship. As the docking area flooded several machines lining its halls hummed slowly to life. Looking like miniature high-tech submarines the machines inner mechanic wired on-line with an excited tone. Then like torpedoes they rocketed out of their holdings and into the blue expanse of the sea, making a beeline toward the shore.

Meanwhile on the mainland the Rex's group were in the thick of the city populous, wandering about one of the main boulevards that burst with activity. And as they delved deeper into the city's culture they saw a bevy of tourist spots; like a few sandy beaches, something that got Rex in the mood as the white-hot sands and cool waters called him.

"Ah yeah, sun and surf baby!" came an animated Rex, discarding his jacket and pants for his much lighter shorts and shirt, "Ah, the feel of sand between my toes. Feels like vacation!" he proclaimed before turning back to the others, "How about you Bobo?"

"Give me a pina-colada and I'm golden." Came Bobo.

"Jungle Cat?"

"I'm not much of a beach person, thick fur and sweltering heat don't mix." He replied, "Not to mention what'll happen if I get _this_ wet." He said, referring to his furry coat.

"What about you Carmen?"

"Well… can't say I don't enjoy a little R&R…" she replied, looking across the beach with a… concerted look, "But I can't just leave my partner here by himself." She replied, "Somebody's got to keep an eye on him."

"I'm fine, really." Replied Jungle Cat, "You needn't worry about me."

"It's cool. I don't mind."

"What, you afraid the sand will grind your gears or something?" came Rex, "Come on Carmen. You're so stuck-up sometimes. Let loose, live a little. Look at that water." He said, hand outstretched to her.

" _I said I'm cool!_ " she barked, slapping away the hand.

Of course, the metal on flesh stung something fierce, with Rex letting out a high-pitched yelp as she cradled his hand tenderly. With that she took a huff before taking off back inland.

"What is her deal!?" Rex growled as he gritted through the pain.

"I am not sure. But I believe it's time to open the door." Replied Jungle Cat as he followed the gynoid, though his explanation did little to relieve the confusion set on Rex and Bobo at their departure.

Some minutes later Carmen found herself hunched atop a small rocky outcrop, her knees in her face as she glared out toward the blue expanse of the sea. As if cursing its very existence, she focused her glare ever tighter. So much in fact that she never noticed the looming shadow until it was right on top of her. Her surprise didn't stop her from swinging out, though her intended target easily avoided the swipe, all the while never spilling so much as a drop of the coffee he held aloft in paw.

"You really need to quell that habit of lashing out at a moment's notice."

"Jungle Cat?" she questioned upon realizing who it was.

"Here." He said, handing her the large coffee cup.

"For me?"

"You mentioned you liked coffee." He replied.

At that she tentatively took a sip of the hot beverage, immediately perking up at the taste, "My favorite brew! How'd you know?"

"I listen." He said, "And considering who you are I have a lot to listen **too.** "

" _Funny…_ but thanks." She said, drinking down her cup.

"I also notice things. Things that might escape others notice. Things that you'd rather **would** escape other's notice."

Her drinking slowed as her attention was brought back to the view in front of her, "I don't know what you're talking about?"

"Or rather, you don't **want** to talk about it." He stated.

"It's not something we **need** to talk about." She replied.

"And yet when someone opens the door… you should not be surprised when they walk through it. Isn't that correct?"

Carmen looked up at the hairy Evo as he plopped himself down next to her, his gaze upon the sea like hers was. She then sighed and turned back out to it to match him.

"You just love making a good point, don't you?" she asked.

"Don't you?"

She grunted at that, but relented all the same, "I just…"

"You cannot swim?" he finished, taking note of the way she shuddered, "I see you dislike the water."

"That's… part of it." She replied, letting out a low sigh, "I _hate_ the water."

"Is it because you'll sink?"

With a snort she continued, "Yeah, something like that. Then again, I was never designed to be _very_ buoyant in the first place. No, this problem was before I gained my consciousness. Or maybe a better way to put it is, it was before my consciousness was copied." She replied, then let her mechanical mind wander as she rekindled memories past, "When the original Carmen was young she fell off a nearby deck once. She didn't know how to swim at the time and in her panic, she sank like a rock. She was lucky my father… _her_ father, had jumped in to save her. But… Carmen never got over that episode and it haunted her until the day she fell into her coma." Carmen explained, "And it wasn't long after that did Professor Wright initiate the memory transference."

"And now you have it as well considering the transfer of consciousness?" asked Jungle Cat, "That fear."

"It's stupid." Carmen groused, biting at the lip of her cup, "It's technically not even my own fear and yet… I can't stand deep water."

"You seemed okay when we battled Quarry at the docks in Hong Kong." He replied.

"I was a bit more focused on not being shot at… or stuck in a box or being beaten into scrap metal. But it did bother me a little… the water." She replied, "And now it's acting up again, that fear."

"How so, exactly?" he asked.

"I'm… not waterproof." She said, gulping down another swig of her coffee before continuing, "Yeah, and I know what you're thinking. The most highly advanced automaton in the entire world can't handle taking a dip? It's just… my body is segmented, as you can notice if you look hard enough."

"Indeed."

"It's designed that way, to allow my inner mechanics to expose themselves when I use my defensive systems… or would if I ever unlock them." She replied, "Anyway, because of that I have a certain… depth limit."

"And should you fall too deep?"

"I can't stay too long fully under water, or it'll eventually reach my inside mechanics and will shut my systems down." She replied, "And unlike other machines if I shut down it's permanent. So, in no small terms… I can _drown._ "

"I see…"

"Ironic, I was designed to mimic humans so well that even a design _flaw_ matches up."

"Then we are all _flawed_ in one way or another." Replied Jungle Cat, "I believe the difference is not letting those flaws define us."

"It's… not that easy." She muttered between sips, "This fear."

"Life never is. But we choose to move forward so we must face what life throws our way."

"Thank you, Mr. PBS special." She said, with a light chuckle "Really… thanks. I feel better having talked about it."

"You're welcome." He said before hefting himself up, "Also I believe it would be prudent if you tell Rex of this."

"Are you kidding? He'd never let me live it down." She grunted, "Besides, it's not his business."

"True, but Rex is far more perceptive than he may appear. I don't think it'll take him much time to discern your behavior. It would be best if the discovery is made on your terms."

"That's because Rex is nosy… but you might have a point." She replied, "I'll think about it."

"And in the meantime?"

"I won't let my fear stop me from completing the mission. Besides, so long as the Octopod must come to shore to fight I don't have to fight it _on_ the water, just near it."

 _ **KYAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAHHHHHHHHH!**_

The shriek grabbed the attention of Carmen and Jungle Cat who raced across the beach, having to push their way pass panicked beach goers. The cause of their panic soon came into view as Rex and Bobo seemed to be locked in battle with… miniature looking versions of the Octopod. Close in size to that of a mini-van the _Mini-Octo's_ flailed about with their mechanical tendrils, trying to entrap Rex in their writhing grip. And while they lacked the brute strength of their larger counterpart, they appeared to retain its hard shell, as despite Rex's repeated pummeling the mechs got right back up for more.

"So Black Knight's sending out the hors d'oeuvres now instead of the main course?" came Rex as he slammed on of the Mini-Octo into the ground, "Well I'm not going to fill up on these little shrimps before I deal with the big guy."

As he grappled with one of the Mini-Octo's the sounds of blaster firing pinging off metal could be heard as Bobo laid the suppressive fire upon his mechanical adversaries. Pinning down two of them Bobo raining down the energy bullets with feverish pitch while Jungle Cat and Carmen leapt onto the scene, the duo slamming head long into a fourth mech that tried to topple Bobo.

"Explanation Carmen!" called Jungle Cat as he grappled with the tendrilled mech.

"Subset of the Octopod; detachments designed for early reconnaissance before the main mech itself!" She replied atop the same Mini-Octo, pounding away at its metal skin, "Versatile, but nowhere near the same abilities!"

"Good, then maybe…" came Rex, retracting his Smack Hand for his regular.

In a flash he placed it upon the mech and released his nanite swarm into the mechanical body of his opponent. And unlike before his tide of nanites wasn't stemmed by the intervention of impermeable polymer.

With a sputter of gears and a cackle of energy relays the mech's operations ceased as the nanite invasion shut down vital systems. A final shudder ran through its frame before it fell in deactivation.

Pumping a fist, the nanite boy proclaimed, "Nice! Glad to know Black Knight didn't bubble wrap all her toys." He said, turning to the other metal monsters, "Which means it won't take me half a second to box these fools."

However, it appeared that the mechs realized the predicament they were in as they quickly disengaged from their battles and raced across the sandy beach.

"Hey you punks! Get back here!" he barked, taking to his Rex Ride in moments.

His partner Bobo leapt on behind and with helmet set Rex blasted off after the escaping bots.

"Well this is perfect." Groused Carmen, watching as the mechs and Rex pulled away, "How am I supposed to…" she began, though turning to her side she took notice of something that would soon aid her.

For mechs better suited to the sea the Mini-Octo showed some surprising dexterity on land, their undulating bodies tearing across the beach with impressive speed.

"For a bunch of walking noodles, they guys can sure move when they want to." Rex replied as he zigged and zagged through the crowded beach.

Fortunately, most people had long since gotten out of the way of the rampaging mechs, but that didn't make maneuvering about much easier. Especially considering the three mechs each bounded about in completely erratic, unpredictable paths.

Bobo tried to remedy that by unleashing his payload against the mechs, his blasts flying out across the sandy expanse. However, he couldn't get a bead on the wild mechs, only managing to kick up sand as the bullets punched the ground.

"Having trouble boys?" came the voice of Carmen, prompting Rex to look to his side.

He found Carmen atop an ATV, having commandeered one nearby, using it to catch up to the fleeing mechs and pursuing Rex.

Another voice soon joined the chase, that of Jungle Cat, "Let's take them as a group." He said, his strides long as he kept even with the group in full run.

Rex responded with a nod, "Alright then. Let's run them down together."

"If that's the case, monkey boy, mind lending a gal a gun?" Carmen asked.

Bobo gave a snort before tossing one of his blasters over to the speeding Carmen, who grabbed up the weapon in stride. Then with a nod and a shared smirk Bobo and Carmen unleashed their fusillade on the fleeing mechs. And though the mechs danced about madcap in their run across the sands, the concentrated effort of the two of them scored a few choice hits across the superstructure of the Mini-Octo bots.

It didn't take long for the bots to surmise the folly in being in such a close-knit group, so as sand gave way to pavement the Mini-Octo bots broke rank, with each taking a different path into the heart of the city.

"Guess we don't have a choice but to split up." Came Rex, watching as the bots scattered.

"Something seems off about this." Replied Jungle Cat, "Why attack us when all they do is flee?"

"Because, my magic touch will bring them down?" Came Rex, " _Duh._ "

"And yet Black Knight sent them, knowing that vulnerability." Jungle Cat replied, "Doesn't seem like her."

"Maybe I can figure it out if I can bring one those things down and hack it." Came Carmen, "But right now we better get after them before we lose them all."

With a group nod said group broke into three; Rex and Bobo, Carmen, then Jungle Cat each taking on a different target.

Rex felt a ringing in his ear as he raced through the winding streets of Port Said, but promptly ignored it as his focus was more on the crazy tribulations of the Mini-Octo. Many drivers were forced to stop on a dime as the Mini-Octo flailed pass them, followed by a Rex and Bobo. The latter of the two took aim at the fleeing bot and let loose with a hail of blaster fire. But the mech proved to have cameras in the back of its head, for it dodged about with fleckless speed and agility. Even so Rex was no slouch in that department as he showed his own prowess when it came to vehicular acrobatics. The crowded streets were but a mere obstacle course to the quick-witted Rex, who weaved in and out of traffic with such depth it was as if he were solving a mathematical equation. Speed and acceleration, calculation of curve, considering the unpredictable variable of the fleeing mech; Rex had it down to a science, even if it was a science he couldn't explain.

All Rex knew was, "Baby, me and my nanites can't be stopped!" he bellowed as she twisted through the streets at breakneck speeds.

Rex wasn't the only one tearing up the road, for his mechanical ally Carmen shot down a declining alleyway in part of the city's more residential areas. Bystanders dove for cover as the mechanical menace skittered madly through the back streets, practically cartwheeling down the path in its crazed sprint. Carmen popped off several shots, scoring a few hits. But it's maddening pace made most of those shots strike everywhere nearby.

"Need to get closer and get it to stop!" growled Carmen, pulling hard on the throttle of her ATV.

With new speed she careened through the alleyways and bounded about the buildings in hot pursuit. But by the time the duo reached the bottom of the hill an obstacle imposed itself; a garbage truck backing up to block the mouth of the alley. The Mini-Octo took the obstruction in stride, leaping high and far to sail clean over the refuse loader. Carmen cursed her bad luck until she noticed a sloping incline at the side. Taking a wild smirk, she veered right, quickly ramping up the small incline and revving her engine to max. In seconds she glided over the truck with a hoot and a holler, before landing with a big bump back on the main street.

And her partner in crime, Jungle Cat, seemed to be in the leaping mood as well, as he hopped across the top layer of the city, leaping from balcony-to-balcony as he chased after his fleeing mech. A woman hanging out clothes to dry nearly had a heart attack as a furry blur rushed pass her on the balcony way. The Mini-Octo swung about underneath, like some sort of mutated monkey with its acrobatics. It spiraled through the air with limbs outstretched before catching a railing or the side of a build, pushing off to continue its manic spree. Meanwhile Jungle Cat moved with bestial purpose, his legs pumping across rooftops and his claws grinding along rails like an amped up parkour runner.

"Black Knight didn't send these to defeat us, it's obvious we can take them, or they would have no need to run." Jungle Cat murmured to himself, "No, something far more elaborate is at foot here. This is a distraction."

But a distraction for what? That was the question that Jungle Cat mulled over, though he decided to focus on stopping the mech first before discovering the answer. With a grunt he pushed harder, gaining even with the mech from on high. Then leaping forward, he pounced, his claws outstretched as he lunged upon the mech, grabbing at it. His momentum turned the tackle into a tumble, sending both he and the mech whirling down the boulevard. And while they grappled in a ball of metal and fur, Carmen's metal was tested against her destructive droid.

Carmen's deft aimed scored her some solid hits as she closed the gap between herself and the fleeing Mini-Octo, one such hit severing the connecting cables of one of the mech's "legs". The limb flew off wildly with sparks from the severed connection shooting out in random arcs. The act of dismemberment also caused the Mini-Octo to stumble into an uncontrollable tumble that sent it into a nearby pavilion. The pavilion itself held a rather impressive fountain, to which the Mini-Octo slammed into with a resounding "splash".

With the creaking of servos, the mech slowly rose, trying to regain its balance despite the loss of a limb. Carmen pulled up nearby and glared on at the mech… and the fountain it was currently bathing in.

Her mind reeled for a moment before she shook her head clear, "What am I hesitating for? That water's barely a foot high!" she growled before leaping off the ATV and lunging full bodied at the staggering mech.

She hit hard, with a fierce tussle ensuing and the two mechanical beings swiping at one another as they tried to gain the upper hand in-concert.

Meanwhile Rex was dealing with similar straits of his own as he chased down his fleeing enemy. From the top of a hill did a multi-limbed robot sail through the air, it's tendrils flailing as if trying to grab the air itself to stabilize it as it soared down the elevated avenue. It was soon followed by Rex who shot over the hill like a rocket, his engine roaring with power beneath him.

The Mini-Octo's flight came to an end, where it bounced hard off the ground before regaining its composure mid-run. Its wild antics drove it on in a madcap race down the street, zipping between cars and leaping up high to swing across street lights and the like.

"Man, that thing is pulling a Bobo!" barked Rex as he catapulted himself in hot pursuit of the mech down the street, "Time to squash this fool." He said, his arm taking on nanites to grow and expand.

With gears connecting Rex's armed transformed into his trusty Slam Cannon, the internal mechanisms grinding as it activated its loading mechanism. A nice chunk of asphalt was gripped and loaded onto the weapon, to which the inner mechanisms screwed into place to prepare for launch. With deadly aim he leveled his weapon onto the Mini-Octo and with a concussive kickback the ball of asphalt was launched. The mech took the hit head on, the impact sending it on a wildly tumble through the air. However instead of it slamming hard into the ground below the mech had enough sense to cling to a nearby post, using its momentum to swing up and over… and toward the oncoming Rex.

The mech landed handily atop Rex's cannon, with the added weight nearly throwing him off balance as it clung tightly to the build.

"Get off!" barked the boy, swinging his build around in a frantic sweep.

"Watch it! You're gonna take my head off!" came Bobo, ducking low to avoid the mechanical piston launcher.

Rex's panic and the weight to of the mech threw him off balance, causing his to slide out on his side. As his ride retracted back into his feet the sudden lurch caused all three occupants to tumble forward in a screaming ball of limbs. Rex managed to catch himself well enough, with his Slam Cannon taking the worst of the impact. But he wasn't out of the woods just yet as his tumble had left him vulnerable to the Mini-Octo, who took advantage to lunge at him from behind. Rex noticed too late to dodge aside so instead he countered as the shadow of the mech fell upon him. With a noticeable "shunk" the back end of the Slam Cannon extended, slamming headlong into the leaping Mini-Octo, the blunt metal making a noticeable dent into the face for the machine.

"Huh, not bad. Like the way that felt." Thought Rex as he looked toward the back end of his cannon, "Maybe I could…" he pondered, though his thoughts were torn back to the situation at hand as the creaking sound of servos caught his ear.

The Mini-Octo brought itself back to a standing position, albeit shakily and made motions to run, but a few stray shots of energy stopped that. To Rex's side Bobo lit the mech up with fire and fury, his shots riddling its hide with explosive might before he tempered back. The Mini-Octo still stood, though it's look ready to keel over at any moment.

"Time to shut this thing down once and for all." Came Rex.

Seeming to realizing his intent, the mech responded by opening a chest panel, revealing inside a small power core. A core that fizzled and flicked wildly.

"Oh, you gotta be kidding me!" barked Rex, racing forward as fast as he was able, "You're not exploding on my watch!"

Rex wasn't sure just how much kick that core had, he doubted it's would be on the level of destruction as the Quadruped, but it still wasn't a risk he was willing to take. Mid-charge he tried to swap out his Slam Cannon with his Smack Hands; to use the latter to squash the Mini-Octo's attempt at self-detonation, but his panic caused the builds to intermingle, wasting precious moments.

"Oh, forget it!" he barked, reaching forward with his transforming arm.

Both builds went off simultaneously; the back end of the Slam Cannon's piston shot forward while the grip of the Smack Hand enclosed around the mech. The mish-mash of mechanics did it's job however as fortunately there was enough blunt force exerted to put the kibosh on the mech's explosion attempt. Though just to be sure Rex placed his free hand upon the crushed mech to shut it down permanently.

With a final sputter the machine fell silent and a satisfied Rex looked over his handiwork for a moment, particularly of the odd combo build he had created, before something rung in his ear. It was only then that he realized that his earpiece communicator was buzzing, to which he answered the call.

"Where are you!?" came the even but gritty voice of Six.

"Was that you trying to get me on the horn?" asked Rex, retracting both builds back into his body, "Sorry, was busy dealing with some hors d'oeuvres that Black Knight sent; little robot dudes from the big one."

"I know. Same here." He said, giving Rex quite the shock, "While you all were out in the city Black Knight sent some of the same to the docks. So, get here now!" came Six's call.

The same call came over the communicators of Jungle Cat and Carmen, the former having torn apart his mechanical adversary while the latter was just pulling her USD cable out of a panel after successfully deactivating it. And it didn't take the group long to make their way back to the shipyard, a place that had seen a fair bit of combat, if all the new pocket holes and smoking machinery had anything to say. As they looked around they found discard carcasses of the Mini-Octo, one of which had Six's blade jutting out from atop it, said Six was standing right next to it with a familiar calculating look as he watched the group's arrival.

"I had a feeling something was off." Replied Jungle Cat as the group arrived, "It appears Black Knight's attack on us was only meant as a distraction to keep us occupied while she focused her main attention the pier."

"We managed to stop the small mechs, but not before they caused extensive damage, particularly to the other ships docked her." Replied Six as he showed the group the pervasive damage about.

Aside from the destruction of nearby machinery and crates, along with the wrecked bodies of several Mini-Octo, several of the shipping vessels laid in ruins.

"Black Knight sent these to destroy anything that could be used to transport the materials across the sea; anything sea-worthy was sunk." Replied Six, though he looked more pensive than they thought he would, "… save for one." He added.

Surely enough a single, massive shipping vessel stood in the final dock of the pier.

"Guess Black Knight missed one." Came Rex, "Lucky us."

"I'm not to sure about either." Replied Six, "You would think that if she was going to sink any of these then it be the biggest one. But the mechs never so much as paid it any mind as they rampaged."

"Seems little counterproductive." Carmen added.

"… maybe, unless…" murmured Jungle Cat as he tried to think, "… she has decided to take the initiative with our own tactic."

A perplexed Rex, Carmen, and Bobo gave the hairy Evo and odd look until Six spoke up on his behalf, "She's baiting us." Replied Six.

And his explanation was further clarified when White Knight gave them a run down on things.

"The company is planning on moving its stock after the lose of many of its transports. It can't afford to sit back with no product on the move." Knight told them.

To which Carmen continued, "And with only one boat to their name all that product will be in one place…"

"And easy pickings for the Octopod." Jungle Cat finished.

"Then why don't they just wait and fix all the boats instead of making themselves sitting ducks?" asked Rex.

"Too much money to be lost." Replied White Knight, "Black Knight's attacks haven't just crippled their transports, but the shipyard itself. They can't afford _not_ to get things moving."

"And what about us?"

"You'll be acting as escorts." Replied Knight, "To protect the cargo."

"Yeah, but she could just sink us on the way. Wouldn't be too much trouble to scope up the good stuff after sending us to the briny deep." Replied Rex.

"Not quite." Came the voice of the Doctor Holiday on a separate screen, "I've been doing a little research on the Octopod and it shows that it has an operational limitation."

To which Six asked, "How so?"

"Remember it's an _offshore_ infiltration mech. As powerful as it is it's not meant for deep-sea combat, it's size and weight limit its range." Replied Holiday, "If the ship gets to a certain distance outside shore then the Octopod can't follow."

"But that only solves half our problem." Replied Six, "Black Knight still has a viable window of opportunity to launch an attack beforehand."

"The ship's hull should be thick enough to protect it from the Octopod's armaments, none of which have a cutting edge." Replied Holiday, "That said there are still plenty of ways for it to sink the ship."

"So, you will have to fend it off and ultimately take it down before it can do the same." Replied White.

"And I might have some more help in that regard." Replied Holiday, "I've also been able to discern some of the Octopod's other abilities, especially it's high resistance."

"Yeah, that shell of it is pretty tough." Came Rex, looking to his knuckle as he remembered the beating he gave it, and how the beast withstood it.

"Yes, but there's more to it's defense than thick armor. That electromagnetic interference can be rerouted to do more than just disable electronic devices." Replied Holiday, "It can also generate an electromagnetic barrier that can deflect physical objects; particularly of the metal variety. Like bullets, cannon shells…"

"And my builds." Rex finished, to which he got a nod from Holiday.

"That magnetic barrier was able to repel against your builds, which is why your attacks didn't do much against it."

"And why I was able to do damage to it." Replied Six.

"Yeah, your magna-blades canceled out the barrier and allowed you to dig in." came Holiday.

"So how do we stop it?" asked Rex, "Can't let Six fight that thing by himself."

"Unless you can overpower the barrier you'll have to find some way of canceling it out." Replied Holiday, "There _is_ a limit to how much abuse it's barrier can withstand. But I don't think any of your current builds have the raw power necessary."

"Raw power huh?" thought Rex, "Maybe…" he murmured.

"Regardless I want that thing taken down." Came White Knight, "Understood?"

"Loud and clear Wonder Bread." Came Carmen.

White Knight simply sighed before the screen went dark.

"Be careful." Came Holiday with firm warning, "I'm still rooting through many of the Octopod's files so there might still be a few more secrets hidden away in it. And you'll be at a disadvantage over the water. If the Octopod _does_ manage to cripple the ship before you reach the open sea, you're literally sunk."

"Yeah… open water…" murmured Carmen with a pensive look on her face.

"Don't worry Doc, we'll figure something out. We always do." Replied Rex.

"Well, you've dealt with worse." She sighed, "Just come back in one piece, everyone."

After getting a nod of understanding Holiday's screen soon went dark as well, leaving the ensemble to their mission.

"The company will have their stock loaded up within under an hour, and from there we'll post ourselves around the ship and wait for Black Knight's attack. So, prepare to move out!"

"So, get your floaties and inner tube ready Carmen cause it's time for a cruise!" Rex replied with a jovial tone.

"What's that suppose to mean?" asked a pensive Carmen.

"Just means you'll have to get your feet wet." Replied Rex, "Don't rust now." He said and with a chuckle he and took off to prepare for the coming mission.

Carmen gave the retreating boy a calculative glare and at her side Jungle Cat in low tone, "As I said, he is far more perceptive than he would lead you to believe."

A soft snort escaped her pursed lips, but her mood slowly softened as she began to ponder her insecurities and how those around them would judge them.

As the mid-day sun hung heavy the crispy air of the sea blew across the brows of the ship crew and its protectors. Along with Six and the others, several armed Providence members lined the ship, each ready to engage at a moment's notice should the Octopod make its appearance. There were several relay machines dotted about, to check for the telltale sign of the mech's electrical interference and heavy weapons stocked for deployment. Meanwhile Rex and the others staked out several areas of the ship, looking across the blue expanse for any sign of trouble with resolute gaze.

… well, for the most part anyway. Carmen was less focused on anything moving through the clear blue waters as opposed to the water's themselves, and the unease she felt because of it.

"It's just a mixture of hydrogen and oxygen molecules in a significant quantity in a wide area. Yet here I am, sitting scared that I'll fall in and won't come back up." She muttered, as she stared over the far end railing of the ship, "What is wrong with me?"

"You want a list or is that question just in general?" came a certain voice.

Carmen whipped around to find Rex smiling at her from behind, having walked up as she was mumbling to herself.

"What do you want!?" she barked.

"Dude, calm down, just wanted to make sure you were okay." He said.

"What for? Why?"

"Well you've been cranky, more so than usual, ever since we got here." He said, "Something's got you upset and funny enough it's not the giant tentacled mech trying to kill us."

"I'm fine."

"Yeah, you said that earlier, but it's kinda obvious you aren't so…"

"I. Said. I. Am. Fine." She grinded out to emphasize her point.

"… okay then, I won't pry." He said, "But whatever got you gears in a grind it doesn't really matter in the end."

"… what are you talking about?"

"You're a part of Providence now and if you got a problem then it's a part of Providence too." He said.

"I'm not obligated to tell you or Providence anything." She retorted.

To which he shrugged, "Not saying that. Your business is your business. That's on you." He said, "But since that's the case then you don't have to worry about _not_ telling your business."

"Huh?"

"When I first started out in Providence I didn't have memories of my past. Spent the longest time trying to figure things out and during that time I found out things about myself that I wanted… and things about myself that I hated." Replied Rex, "But I was glad I found those things out. But what really made those discoveries worthwhile was the fact that I could choose to share them, or not share them, with everyone else. Before I had no way of knowing who I was, so I didn't know how people saw me, what kind of _**Rex**_ I was." He said as a slow smile crept across his face, "You aren't just defined by what you think of yourself, but how you express yourself to others. That's why I noticed how cranky you've been."

"We've only just met."

"Exactly. I'm learning more about you. You might know yourself as the Carmen you know. But I only know the Carmen that I see. So, when I see something different than that Carmen I wonder if that's the real Carmen or the Carmen you let out."

"That's because you're nosy."

"True. But I like to think I'm just… _inquisitive._ " He replied.

A small chuckle came from her metallic throat, "I've got to admit… you have a way with words, even if it isn't the most sophisticated way."

"And you got this weird way of insulting people while at the same time praising them." Replied Rex with a chuckle of his own, "Guess that's just another part of the Carmen you let out." He said.

"… well, maybe. But the "Carmen" I hold inside, has a few problems she doesn't like to talk about." She replied, "Heck, freaks me out really."

"We all got things that freak us out and whatnot. This **job** is the definition of freaky. Then again, that's cool. Being freaked out by something doesn't mean you can't handle it. It just means you can figure out how **best** to deal with it since you know the most about it."

A low murmur emanated from Carmen's lips at his words, "Are you trying to be philosophical?" she asked.

"Naw, just trying to be me." He replied, "But if you think I am then I don't mind taking the credit."

"Sometimes I can't tell if you're being serious or not. But…" she murmured as her eyelids lay heavy on her face, "You do make a point."

"Enough of a point where you'll stop being "Little Miss Secretive" and tell me what's bugging you?" he asked.

Carmen made a show of rolling her eyes at Rex… but she didn't disagree, and in time replied, "It's just…"

However, her explanation was cut short as a klaxon sound rang throughout the ship, followed by an overhead call of, "High level electromagnetic disturbance detected!"

"Guess big daddy Octo decided to make his appearance. Time to put it down once and for all." Rex said with a determined gleam in his eye, "Come on Carmen, don't want to get caught late when the party starts!"

"R-right." She replied, her hesitation evident, but she girded herself for the coming battle and took off after Rex toward the ship's bow.

"Are we sure it's not just gonna sink us?" asked Bobo as he and Jungle Cat peered over the railing.

"Ship is too big, and the hull is too thick for its particular set of weaponry." Replied Six, standing a few feet away, "That said there are still plenty of ways to bring us down. But it'll try to make its way aboard and make its way toward it's prize."

"Okay, then where is it?"

"Not sure…"

"Sounds… less than promising of our chances." Replied Jungle Cat.

Six sighed, "The detection system isn't perfect. It just gives us a heads up based upon electromagnetic disruption. We're not getting an exact picture of the Octopod's position though. All we know is that it's in the general area."

"Come on guys, don't be downers." Came Rex as he and Carmen came on the scene, "We just gotta hit it when it shows its ugly mug is all."

"I wish I could share the same enthusiasm as you Rex, but we did not do exceedingly well against the Octopod in our first encounter. It only retreated because it was at a disadvantage on land." Replied Jungle Cat, "However now _we're_ the ones at a disadvantage out at sea. At least until we reach more open waters."

"Fortunately for y'all I just came up with a plan that'll save us the headache." Replied Rex.

"You? A plan?" came Carmen from behind, a less than convinced expression upon her face, "This I got to see."

Rex gave her but a smirk in reply, but his demeanor changed as he took notice of a strange sound. The wiring of servos off the side of the rail caught his ear, as it soon did the others. Their short jaunt over brought them to the edge where they peered over to see the source of the pitter-patter. Several Mini-Octo scaled the side of the large transport, their metal claws scraping against the hull as they dragged themselves up the side.

"I thought we were handling the main course, not the shrimps again?" Came Rex with visible annoyance, "What's Black playing at?"

"Don't know." Came Six with a grunt, "But get ready!"

"Please." Muttered Rex, looking unimpressed at the coming mechs, "These bots can talk to the hand." He said, placing a hand on the side of the hull.

Nanites flushed from his palm, encapsulating the sides of the ship and flowing down toward the oncoming Mini-Octo. Almost immediately did their influence spread through the machinations of the mechs, infiltrating their core processes and commanded shut-downs across their circuit boards. Powered down the grip of the mechs slackened and gravity took hold, the group of Mini-Octo falling to disappear back into the cascading sea.

"That was too easy." Rex replied after pulling his hand back, "Or maybe I'm just too good."

However, his self-praised was promptly interrupted when the entire ship lurched to the port side. Everyone on board hung on to whatever was closes as it felt as if the ship itself was tipping over. It was then off to the side did Six notice a massive tendril slip up and over.

"You're right, it was too easy! It was a distraction!" he yelled as he tried to brace himself upon the lurching ship, "We're being boarded!"

And boarded they were, as the Octopod itself pulled itself over the edge to rest itself upon the ship's huge deck. The ship balanced itself out as the large mech steadied itself, before it's perceptive mono-eye scanned across the ship, picking out both its threats and its prizes.

"Okay, so Black managed to get it onboard behind our backs." Came Rex, his nanites infused in palm, "I'll give her that, she got us. But that thing is _not_ getting off this ship in _one piece!_ " he barked, those nanites forming up to create his BFS, the blade shining in the late afternoon sun.

The others prepared for battle as well; brandishing weapons as they saw fit. However, Bobo's ear once more took to the sound of scraping and peering back overboard he saw why.

We got more company!" he yelled as he caught sight of additional Mini-Octo making their way the side of the ship.

With a yelp he backed away as the Mini-Octo leapt aboard, from either side of the ship, a conglomerate of the miniature mechs assembling.

"So Black Knight wants to make this a seafood platter party huh?" came Rex, "Just means we gotta trash all of them."

"I don't really share your optimism there, buddy." Replied Carmen, assault rifle in hand as she leveled it on the oncoming adversaries.

"Just have a little faith their Carmen." Replied Rex, though a hardened look had crossed his features, "And pray a little." He added, just as mechanical minions lunged forth.

The ship itself was more than capable of handling the added weight of the Octopod and Mini-Octo, but that didn't stop it from rocking wildly about as the battle on the top deck started up.

Six's blades sung as they cut through the air, and the metal flesh of a Mini-Octo, his strike first severing a groping tendril before leading into another to dig into the side of the mech. The wounded machine lashed out with its other tendrils, but they met a similar fate as he cut through them horizontally. Left damaged and defenseless the mech couldn't stop the final blade strike that cut into it, delivering a swift end.

Another Mini-Octo was brought down nearby, though its end was less than clean as Six had delivered. For Jungle Cat tore into it's armored body with reckless abandon. Metal tendrils slapped against his furry hide, but the blows brushed pass without leave any lasting damage due to his durability. A final terrible claw rent the main power source of the Mini-Octo, finally shutting it down for good.

With his rampage ended Jungle Cat pulled himself from the battlefield as bullets whizzed past. Bobo, Carmen, and a gaggle of Providence members unleashed ballistic fury upon the oncoming swarm with extreme prejudice. Bullets rattled against their metal hides, with the combined might enough to fell a charging Mini-Octo, but the enemies had sufficient enough numbers to rage against Providence, forcing the group to fight with everything they had.

As for Rex, the nanite boy clashed mightily with the Octopod, his massive blade slashed against the metal tendril of the mech with a screech of light and spark. The beast threw Rex back with a swing, but he kept his footing by making that foot enlarged; his Punk Busters making the scene and propelling him forward with a yell. But despite the limited area to fight the Octopod was nothing but agile, leaping away as Rex's blade came across its side. The ship lurched as the mech held itself aloft after landing, the Octopod then swinging out to try and crush its adversary. Rex managed to avoid the worst of it, but the same couldn't be said of some Providence members, Carmen included. She was caught in the flailing tendril and sent careening across the ship's bow, to slide unceremoniously near the ship's edge. Trying to recover she was pounced upon by a Mini-Octo, which spent no time trying to entangle her in its grip. She held it at bay with gun and boot, kicking and shooting to the best of her ability but the mech gained the upper hand and slipped past her guard. Before she knew it, her gun was wrenched from her hand and she was hoisted overhead.

"Hey, hey! Let go!" came her cry of dismay as she tried to extricate herself from the bot's grip.

She struggled as best she could but lacked the strength to break free, though her flailing increased as the sight of the surf caught her eye.

" _Nooooooo!_ " she screamed with terror-stricken voice as she tried vainly to break the Mini-Octo's grip.

Her cry was mimicked by Jungle Cat who attempted to aid his periled partner, but two Mini-Octo's impeded his path. He bellowed with a fierce growl before laying into them, claws flying as he aimed to tear them apart metal limb by metal limb.

Still the gynoid hanging in the air over the edge had his attention, though he could do little stop the Mini-Octo. As fear gripped her mechanical heart at the sight of the sea she attempted something crazy, swiping at her belt amidst her struggles. She flicked at her grenade strap, knocking one from its hold and pulling the pin as it slipped out. The live ordnance rolled over underneath the Mini-Octo, prompting a response from the multi-limbed mech. Unfortunately for it the response wasn't quick enough as just as it reached down with a spare arm the grenade detonated, engulfing its underbelly in a powerful blast. The Mini-Octo was torn asunder, though the explosion also sent Carmen up and over. A last-ditch reach helped her to grab the side railing, saving her from taking a plunge but the same side railing had taken some heavy damage from the blast and with her weight wouldn't hold long.

"Help!" came her wild cry, though she couldn't tell if anyone was coming to her aid over the fighting and explosions, "Please! I can't…!" she called out, looking down at the water below with abject terror, "I can't… I can't swim! Please!" she yelled, before the railing gave way and her cry turned to a shocked scream.

Said scream quickly faded as a gloved hand took hold of hers before she went completely over edge, though her rescuer nearly joined her as her full weight tugged at him.

"So that's what it was!" came Rex, holding tight over Carmen's arm while his free arm in the form of his Smack Hand dug into the ship's deck, "Weird, had a different idea as to what was getting under your skin." He said as he hefted her back over the side.

"I… uh… what?" murmured Carmen as she got her footing, a smiling Rex helping her to her feat, "But weren't your fighting the Octopod?"

"Was, then bust it good with my new plan… or should I say, build." He replied.

"What are you talking about?" she asked, though a shadow looming overhead took her attention.

The Octopod stomped over to them, tendrils lashing with electrical might.

"Looks like you'll get a chance to see." Came Rex as he slammed his fists together, "It's time… _to drop the hammer!_ "

At that the nanites in his palms exploded forth and with them a whirl of machinery super-imposed itself over them. Initially the coming build took the form of his Smack Hands, but in this iteration the back end folded out with sections reminiscent of his Slam Cannon. The two builds interconnected in a bizarre series of movements until becoming one. The builds had the look off a colossal battering ram, with a wide shield that spread across most of the build. The shield contained a piston of sorts, sturdy and elongate which was held in place by pressurized gears. Gears that moved the piston back, beyond the shield in a grind of metal. As the Octopod lashed out Rex brought his new build to bare, using the shield to block the lashing tendrils. When the tendrils charged with electricity came at him he dodged aside before lunging forward, finding his sweet spot through the Octopod's guard and delivering a powerful blow. But the real strike came when the piston engaged, slamming down with a dull "thunk" that immediately unleashed a focused force blow that practically sent the Octopod flying. Despite it's intent to hold its ground the mech slide across the deck of the ship, bouncing over several crates before tumbled head over tentacles toward the ship's stern.

"What in the world?" came Carmen as she looked between Rex and the buffeted Octopod.

"Like it? I call it my _Hammer Time_ builds." He replied as he wielded the hefty weapons around, "Doc Holiday said that it's barrier is what really helped it absorb so many hits, so I had to come up with a way to get pass it. The build itself is strong enough but the real kick comes from the piston going off. Creates a powerful shock wave that can bust pass that barrier."

"A focused shockwave that's not dispelled by the shielding because it is directly transferred from the build to the target, bypassing the shield." Replied Carmen.

"Can't block the smash if I can force the smash straight into it." Replied Rex.

"That's… actually a pretty smart plan."

"Didn't I say so?" came Rex, "I am seriously awesome and…" he began but was blindsided by several Mini-Octo.

He struggled valiantly against his aggressors, but his movements were sluggish as he tried to fend them off with his large build. To his aid came Carmen, along with a recovered Jungle Cat who leapt upon the builds and tussled with the Octopods. Carmen managed to pry open a panel and get to work with her USB cable while Jungle Cat tore into his foe with reckless abandon. It took some doing for them both, but they managed to free Rex of his troubling foes and bring them down.

"You might have solved how to hurt the Octopod, but you still have a problem with those overgrown toys of yours." Replied Carmen, "Those builds are slowing you down, more so than usual." She added.

"Well hey, there's a lot of gear in these things. To make them work I had to sacrifice some mobility." Rex answered, "But all I gotta do is get in a few clean hits and I'll turn that thing into pancakes."

"The Octopod will be on to you now that it's seen those builds in action." Replied Carmen, "You won't get those hit for free."

"Not without a little assistance anyway." Replied Jungle Cat, as he, Six, and Bobo stepped onto the scene.

"Make me an opening, that's all I need." Replied Rex.

Carmen nodded then reached out when she saw her rifle being tossed to her, courtesy of Jungle Cat who was now sporting a Vulcan cannon.

"Thanks." she said, getting a nod in return before the group turned their focus to the Octopod.

The Octopod was amid the cargo, trying to gain its footing and reset its sensors after receiving such a powerful blow. But it's movements were erratic as it fumbled about, knocking away crates to send them tumbling over the side. Some it hefted in tendril and launched across the ship, forcing Providence to dive for cover lest they be crushed. One crate nearly crushed Bobo, though Carmen save the primate by diving across and scoping him before the crate could hit, instead letting it slide off the edge from the narrow miss.

"It's gonna tear this tub apart at this rate!" barked the primate.

"Then we need to get it off!" roared Jungle Cat, unloading on the mech with his Vulcan cannon.

"Oh, now you want to bring out the big guns!" came Bobo as he and Carmen stood.

"Care to join!?" asked his furry companion.

With a smirk he and Carmen unleashed a storm of bullets on the Octopod, blanketing the mech with their firepower. And though it held its ground the sheer volume of blasts had the Octopod pinned, which was all Six needed when he flung a blade at the mech. The spinning blade impacted near the Octopod's main camera, causing havoc on its sensors, though it still had enough mind to lash out to try and stop the approaching ninja. Six dodged around the tendrils and leapt forward, landing atop the mech's face as he grabbed hold of his lodged blade to hold steady. He shoved the other blade in nearby and the two weapons interacted, sending a magnetic pulse wave through and into the Octopod. As if crying out in pain a grating screech came from the mech's internals, the wayward energies crashing wildly through its circuits. It still fought back with fury, forcing Six to make a retreat, but a few grenades to the face, supplied by Carmen's rifle, stopped any attempts at a follow up.

The combined assault didn't stop the Octopod, but its sensors were on the fritz and its wayward movements became more sluggish than before.

Movements that Carmen quickly too notice of, "Rex! Now! It's vulnerable!"

Rex took to her call and with the power of his Boogie Pack he took to the air. Flying a way above the Octopod Rex then pulled back his build to replace it with his others; the Hammer Time builds were brought to the forefront on his arms and he let gravity do the rest. The Octopod lashed out with vicious intent, but Rex managed to push through, letting the shields of his build take the worst of the hits. Once he was in range the piston on back pulled back and with grip tight he threw his arm forward for the hit, followed by the piston's ignition.

The blow impacted the mech, crushing through the ships deck and wedging in in the paneling. The ship shook mightily from the blow, bounding recklessly before evening out.

"Rex, you two are going to tear the ship apart at this rate!" came Six as he tried to steady himself.

"Get it off!" barked Carmen.

Rex understood and pulled back for another blow, aiming directly at the glowing eye that glared back at him. His build shot forward, unleashing its torque and driving a powerful blow into the machine. It was pulled clean out of the deck and sent up and over, tottering near the edge. Its systems were frazzled from the heavy blows, but it wasn't enough to down it for good.

"You're still kicking huh? You are one stubborn mech." Came Rex as the Octopod struggled to pull itself up, "See what Carmen meant by being obsessed with your job." He replied, the piston pulling back once more, "But you know something… I'm pretty stubborn myself!" he barked, pulling all his weight into the next blow.

The Octopod lashed out with tendrils empowered but it's movements were just a little too slow to stop Rex, who used the first attack to unleash the piston into the empty air. The shockwave that followed dispelled the coming tendrils, sending a feedback that fried their electrical strength and rendered them inert. Then Rex came with the follow up attack as he closed the distance.

With a guttural cry Rex threw his arm forward, scoring a solid hit against the Octopod, unleashing a blow powerful enough to shoot it off the edge of the ship, damaged armor and frazzled circuit mashed by the body blow. The sudden weight shift had the boat bouncing once more but after the Octopod finally slumped overboard the ship righted itself and came to rest moments later.

"Whew… finally." Murmured Rex as he retracted his builds and heaved a heavy sigh of relief, "Gonna need to work on that new build, took a lot of me." He replied.

"Well when you're lugging something like that around I wouldn't be surprised." Came Carmen, "But all and all, you did pull through in the end."

"Well what do you know, no snark. That's a first."

"Don't get use to it." She said, "Knowing you I'll have to save you from certain doom soon enough." She said, giving him a knowing smirk.

That smirk however faded when she saw something scamper out of the side of a nearby crate. She noticed all too well what it was, a final Mini-Octo on the attack, and in her haste, she pushed Rex aside as the bot lunged at them. Rex hit the ground hard just as the Mini-Octo slammed headlong into Carmen. She was tackled overboard in that second, with her scream of surprised dying out as the two hit the water.

Rex's cry of "Carmen!" was muted by the water as both machines slowly sank beneath the surface. Carmen herself panicked during the struggle, her fight more with the water around her than the mech that scrapped at her hide.

" _I don't want to die! I don't want to die!_ " she screamed in her head as the mounting intake of water surrounded her, threatening to overwhelm her systems.

But something broke through the panic as she sank.

" _We choose to move forward so we must face what life throws our way._ "

Jungle Cat's words rang in her head as well.

" _We are all flawed. We simply do not let those flaws define us._ "

She was freaked out, to be sure but...

"I'm not going down without a fight!"

Carmen still had one last grenade in her belt and with a determined glint she shoved the explosive into an open valve, then with some deft movements she pried herself free of its grip and kicked it upward, letting it float a bit away before the grenade went off. From the resulting explosion she avoided the worst of the blast but found herself propelled further down by the force of the blow. During her descent she swore she saw several large tendrils waving about, but the impact of the grenade going off had further increased her water intake and her systems were working overtime to pump the water back out, though they wouldn't last long. Thinking for sure that she'd succumb to the sea she closed her eyes in preparation of the end, but then felt a sudden jerking motion as something enveloped her body. She couldn't believe that the Mini-Octo was still after but as she reopened her eyes she saw a different metal construct about her. Gripped in the palm of a Smack Hand Rex pulled at Carmen before a second build erupted forth. His Boogie Pack appeared and the turbines on either side revved up, spinning with incredible force. It was enough to push the two upward as the surface quickly came upon them.

"Hey, are they okay?" asked Bobo as he and Jungle Cat other peered the side of the boat.

They were so focused on the spot the two had fallen into they never noticed the rippling of the water until it was too late. A deluge of water shot up moments later, with Rex and Carmen shooting out of, along with said deluge flooding the immediate spot on the ship's stern; i.e. Jungle Cat and Bobo got a very unwelcome bath.

"You look like a drowned cat." Came Bobo, chuckling at the wet throw rug that was the current look of Jungle Cat.

"Like you have room to talk." Commented Jungle Cat with a grunt, a comment that the soggy Bobo groaned at.

"Whoa!" came Rex as he and Carmen tumbled aboard, the latter splayed across unmoving, "Hey Carmen! Wake up!" he cried out reach over with his Smack Hand and raising her up.

He shook her about in a panic, as if trying to shake out any water inside her. All he managed to do was irritate her as she quickly regained her senses, senses that were being jangled violently by Rex's haphazard shaking.

"Put me down you idiot!" she barked amidst the shaking, to which he eventually did once he realized she was okay.

"Whew! Got you out in time." He said as he placed her down, "Jungle Cat yelled something about you can drown and stuff when you went under so I kinda got a little worried you'd go belly up before I could reach you."

"I'm not sure if I'd rather prefer drowning to you shaking me like a maraca! What if you rattled something loose!?"

"Guess you're okay then." Replied Rex, retracting his arm.

"Yeah, I'm fine…thanks… for the help…" she said stiltedly, then a though hit her, "Did you… notice anything down there?" she asked.

"Other than you flailing? Not really." He replied, "Besides, what are you worried about? We won!"

"Not… entirely." Replied Six, "We might have destroyed the Octopod, but we lost some of the cargo." He said, bringing attention to the ship, "In that frenzy the Octopod tossed a lot of crates, some of which were its targets."

"And something tells me that we might not have completely destroyed the Octopod." Carmen replied.

Rex gave a bewildered expression, but he didn't get his answers until much later after they were picked up by a Providence Jump Jet.

On a view screen inside they were greeted by Doctor Holiday who explained, "Using satellites I got a faint signal from the Octopod." She replied, "You didn't quite take it out."

"How? I blew a hole clean into it!" exclaimed Rex.

"The mech's auxiliary systems were enough to keep it going, but it refrained from continuing the battle as it focused on its true objective."

"Well… okay, but it's not like it got it all, right?" he asked.

"But it got enough. I did a scan of the area and couldn't find any sign of the crates, the Octopod made off with them." Replied Holiday.

"You couldn't track the Octopod itself?" asked Six.

"With the electromagnetic barrier dispelled I was able to, but by the time Providence arrived Black Knight had already collected her mech and its acquisitions and left the scene. She's back in the unknown."

"So, did we succeed at this mission or not?" Rex asked.

"You protected the ship and you fought off the Octopod while dealing some serious damage to it." Replied Holiday, "I doubt Black Knight will deploy it again anytime soon. It's going to need some serious repair. She might have gotten what she wanted but at a heavy price."

"Still not enough for a "Mission Success"." Came the voice of White Knight over another view screen, "But you managed to fend it off and cripple its operational capacity. Good work, for now."

"Guess that's good enough." Replied Carmen.

"I expect better though." White Knight added, "Black Knight will take advantage of any sign of weakness. Don't give her that."

"Right, right Snow Top. We'll keep on her." Replied Carmen.

White Knight visibly cringed before the screen went dark, leaving only Holiday's image.

"You really have fun doing that, don't you?" asked Holiday to Carmen.

"You have no idea."

"Also, it appears that you… managed to get something off your chest during this mission." Holiday replied, "If Six's debriefing is to be accurate."

"I… just didn't want to be held back by some flaw in my systems." Carmen replied.

"It's not a flaw to have fears." Replied Holiday, "It's only a flaw if you let them control you."

"Hmm… suppose so." Murmured Carmen.

"So, you really can't swim?" replied Rex, "Fancy that."

Carmen groaned, "Go ahead, get it out of the way and laugh it up."

"About what? Big deal you can't swim. Not like everyone expects you to be good at everything." Rex replied, though with a side snark of, "Even if that's what you want everyone to _think._ "

Carmen rolled her eyes at the jab but couldn't help but smile at the fact that Rex took her revelation rather maturely.

Still, "Even so, don't expect me to start blabbing all my insecurities." She replied, then remembered something for earlier, "You know, you mentioned that you thought something else was bothering me? What… did you think it was?" she asked.

A sheepish chuckle came from the boy, "Huh? Oh? Well… I sorta thought you were ashamed of us seeing you in a bikini."

"What?"

"Well you didn't want to relax on the beach, so I thought you have some body problems or something." Replied Rex, "I mean, not everyone wants to show off what they got… then again, do you _got_ anything to show off or…"

Carmen slowly ran a despondent hand down her face as he rattled off, punctuated with an "You're an idiot." She muttered.

"What? It's an honest question."

"And you're an honest idiot." She reiterated, "And why are you imagining me in a bikini?"

"It's not like I was trying!?"

"Eh, he's a teenager." Came Bobo, "Them human hormones and what not. But I can see why, so..." He said, a comment that earned him a glare from Rex.

"And what's your excuse?" came Jungle Cat, a comment that earned him a glare from Bobo.

"You two have serious problems!" came Carmen.

"What did I do? I was just worried!" came Rex.

"Then stop undressing me with your eyes!"

"I wasn't!"

"I know you make machines from your body but keep your weird fetishes to yourself!"

"I don't have weird fetishes!"

"It's nothing to be ashamed off." Replied Jungle Cat, "We all have flaws after all."

"Wait, are _you_ picturing me in a bikini now?" asked Carmen.

"Not in particular."

Carmen looked almost ashamed at that, "I don't believe it… you are all weird. I mean, I know I'm attractive but come on."

An infuriated Rex shot back with a, "Oh please, I've seen refrigerators with better curves!"

That line lit a fire in Carmen who retaliated with a, "So now you're undressing the fridge? That's an even weirder fetish!"

"I said I don't have weird _fetishes!_ "

As the group _discussion_ escalated Holiday gave Six a pitied look, to which Six simply replied with heavy sigh…

" _Kids._ "

* * *

And that's another chapter down. This is hard, but fun. Wish it didn't take so long to get chapters out but I don't plan on stopping anytime soon. You do what you can I suppose. I hope anyone reading enjoys.


	5. School Daze

Generator Rex Generations

Episode Five

"School Daze"

As the night sky began to brighten through the rise of the morning sun and the serene light of the pale crescent moon began to wane a large flying vehicle moved through the sky of the coming morning. With resemblance to a Providence Jump Jet, albeit significantly bigger and with several more hover jets holding it aloft, this vehicle gave an air of a transport ship. It lacked any true defining features, being an unassuming beige in color, which gave speculation that was wasn't a vehicle in the employ of Providence. As such the equipment on board was nothing like the usual fare that graced the insides of Providence vehicles. Instead it housed an assortment of ware for more personal use, with said "personnel" docked within a housing unit.

Human in general look but obviously that of machine upon closer inspection, the ten foot tall figure sitting in its housing unit gave off a very military feel. Taking on a blue motif with various dark accents the humanoid in question had a very streamline body, as if wearing some sort of amphibious suit, like an advanced set of scuba gear. As such its "helmet" contained its head safety behind its smooth exterior, with nothing but the cool glow of its eyes as the only indicator beneath.

From within its holdings was a large cannon strapped to its back, a wide-barreled shotgun armament hanging over its left shoulder. Similarly, on that side, its arm held a heavy-duty Vulcan-like cannon hidden under a circular shielding unit. The other arm however sported something far more different, a strange casing that encompassed most of its forearm, with only the fingers visible. At initial glance it looked a lot like a two-pronged claw of sorts. A strange belt could also be seen encircling its waist, it too a mystery as to what was hidden beneath. The transport shook ever so slightly, jostling the humanoid weapon inside as it was airlifted to whatever it's target destination was. And for a time, the quiet creaking of metal and the rush of wind outside were the only sounds that permeated the transport. However, things drastically changed as the transport moved over the open water.

As the pilot and co-pilot commanded the ship onward a signal reacted upon the ship's console control, tearing their gaze away from the wide expanse of the sky to a warning signal of the ship's interior.

"Something is… what!?" came the pilot as he looked over the alert, "The stasis unit is being activated!? Who gave the command?!"

To that the co-pilot immediately got onto the horn to call to the rest of the crew to say, "Something's going on in storage, make sure the package is secure!"

At that four guardsmen piled into the storage bay only to be presented with a shocking sight. With the stasis cables disconnecting the android had pulled itself up to a full standing position as its systems booted up.

"How it is up? Who activated it!?" cried out one of the guards whilst the others congregated around the activating mech.

"Stand down!" called another, though the mech largely ignored him and instead took a step forward toward the back of the plane.

"Where is it going?" came another guard, while at his side the fourth guard raised his rifle and took aim, "Hey, what are you doing?"

"We can't let it _escape._ " Said the fourth guard.

"Yeah, but if we damage it then it'll be _all our jobs_. Besides, these peashooters won't be enough to dent that armor." The other replied, before turning to the side and activating a com-system on the plane, "Initiate lock down procedure on the transport. Even if we can't stop it we can keep it from escaping while we make an emergency landing."

The pilot nodded and added a, "I'll call for a technical team to meet up with us to contain the thing." He said, doing just so was he opened a relay from within the cockpit, "This is transport M-19 to company control! The CA1-3M-91W has activated prematurely and is attempting to escaping containment. Issuing call for response team to…"

However, his relay was interrupted when the transport rocked violently, as if hammered by a powerful blast. Within the hanger bay the cause the for the rumble was soon apparent as a large gaping hole had been formed through the bay doors. The sudden drop in pressure had the guards holding tight to keep from being swept out of the transport while smoke and debris rushed out. The cause of the explosion was of the android, whose belt had opened to reveal a wide-mouthed launcher of sorts.

"Guess we don't have a choice." Called one of the guards, his weapon leveled, "It's gonna escape!" he said, letting loose with a hail of bullets.

As bullets rattled across the mech hide it brought its shield to bare, an adequate protection against the storm of bullets that plague it, though it demeanor suggested the attacks did little to threaten it. Even so it the android decided to deal with the nuisance poste-haste before its departure. With but a gesture the side launcher did as advertised and fired a small discus like projectile from its holding. The discus flew over to the nearby wall of the plane, latching tightly to the side with an audible 'clang'. It then began to beep rapidly, something the guards noticed all too well.

"Take cover!" one cried, to which he and the others jumped to safety before the beeping escalated to a resounding…

 _ **BOOM!**_

Another powerful explosion ripped through the plane's interior, blowing a sizable hole in its side and causing the transport to list dangerously to the side. And while the occupants held on for dear life it didn't bother the android much as it held tight to the mangled door as it stared out to the rushing blue water below. As the pilot struggled to keep the transport stable the android leapt clear. Gravity took quick hold and it sailed through the air for a time before hitting with a mighty splash upon the blue expanse, quickly disappearing beneath the surface as the transported struggled to safely land some ways away.

Below the surface the mech pushed on using its hydrodynamic design and back-mounted turbine engines to drive it toward the shore.

* * *

In time the sun rose on the world of Providence with two of it occupants settled in the gym of the base, while a third outside player stood with perplexed expression on his face.

"So, this thing is a robot?" asked Noah, friend of Rex, about a certain gynoid.

Said gynoid didn't care much for his question and in response brought a metal finger to his forehead where she flicked it sharply, to which he cried out with a "Hey ow! What was that for!?"

"This thing has a name you know human. _Carmen Wright._ " She said.

"She's touchy." Replied Rex, "But under all that metal and snark she's pretty cool… for the most part."

"So this is your friend?" asked Carmen, "Does he do anything? I'm not picking up any Evo readings or the like." She replied as she scanned his body.

"Naw, Noah's a regular human." Rex replied, "That said he's been with me through a lot of my adventures and he's my best bud."

"Uh yeah, nice to meet you." Came Noah, hand held out for a shake despite him rubbing his forehead.

Carmen gave his hand a calculating look, as if she wasn't going to accept it. But a glance from a smiling Rex changed her tune and she took it firmly in palm.

"I guess I should say it's nice to meet you… but you need to work on your introductions." Replied Carmen, "Are you prone to staring at people you've just met?"

"Give me a break I've might have seen some weird things, but I've never met an android before. Not like you anyway." Replied Noah, "You seriously look like a regular person."

"That's the point genius."

"Come on Carmen." Came Rex, "Cut him some slack."

Carmen rolled her eyes but relented all the same, "Whatever. I can't say I'm not interested to see who Rex hangs out with."

"Trust me, you'll like him." Came Rex, "And you'll get to know him since we'll have all day to hang out. No missions or nothing."

"Actually, Rex, you might not have a mission, but you do have a prior engagement." Came Holiday, "Remember what you got in the mail the other day?" She said, envelop in hand.

"Fan mail, for me?" he asked with jovial tone.

"No, it's an admission letter to the prestigious Envision Academy. I told you about them." Replied Holiday, "And they're very impressed by your test scores. So much so that they want you to interview you so that you can enroll at the academy."

"Huh, really?" He said with even tone.

"You don't sound all that excited. Even though you should." Replied Holiday, "Envisions Academy is one of the most prestigious schools in the country. It takes only the best and brightest students, those who showcase true understanding of problem solving and interest in the sciences."

"Then are you sure that that envelop is for Rex?" came Carmen, "I mean _it's Rex_." She said, earning her a growl from said boy.

"You know Carmen, Rex is far more intelligent than you give him credit for." Came Holiday, "He's just never been challenged much academically during his employ with Providence. Which is why I'm so happy that he's been accepted to a school like Envisions Academy."

"Well, you are a Salazar. Guess some smarts rubbed off on you." Replied Carmen.

To that Rex chuckled a bit uneasily before returning his attention back to Dr. Holiday, "So this school is that much of a big deal?" he asked.

"Indubitably so." Replied Holiday, "It delves into some truly groundbreaking studies and brings out exceptional aptitude in its students."

"Huh…" murmured the nanite boy.

And from Carmen, "Once again, are you sure this is for Rex? Study? Aptitude?"

Rex sported a nice scowl after that.

The grimace though eventually faded as Rex sat aboard a Providence Jet with Holiday in tow. The two were headed toward the site of Envisions Academy for Rex's interview. They were also joined by Carmen and Noah who tagged along to see what such a prestigious school was like.

"Rex, this is more than just a nice school. I really think it can bring out qualities in you that have… _languish._ " Replied Holiday, "You are bright, but you'll never reach your full potential if you're not pushed."

"If you say so Doc." Replied Rex.

"I thought you'd be happier?" asked Holiday, "Going to school was your idea, right?"

"Yeah, but I sorta thought I'd just, you know… _go to school_. You know, learn some stuff, meet some people, live a regular teen life." He said.

"You're anything but normal Rex and your potential is anything but as well." Replied Holiday, "But I do understand what you mean… though going to such a high-end school and making new friends isn't mutually exclusive you know. Expanding your intelligence doesn't make you unsociable. You'll do fine Rex, just relax and try to make a good first impression. Just be you."

"Isn't making a good impression and being "just him" _mutually exclusive_ though?" asked Carmen, a comment that had Rex whirling on her with a glare once more.

"Wow, you don't skip a beat, do you?" asked Noah.

"It's a gift." She replied.

Fortunately, Holiday managed to keep things from getting out of hand and in little time did the Jump Jet arrive at the entrance of Envisions Academy.

"Are you sure this is the place? Don't see anybody." Replied Rex.

"Everyone's inside. Unlike other schools the students are always working so there isn't the usual gathering in front."

"Sounds kind of… boring." Came Rex.

"You'll be surprised just how exciting things can get here." Came a voice.

From the side came a woman in a lab coat, not unlike Dr. Holiday. She bore a dark complexion with equally dark curly hair. She was significantly older than Holiday but not without a spring in her step and youth in her eyes.

"I suppose you must be Rex Salazar." Replied the woman, "I am the director and co-founder of Envisions Academy, Doctor Silvia Ruddick." Replied the woman, "Pleasure to meet you."

"Hey."

It was then that Dr. Ruddick's gaze wandered over to Noah and Carmen, with her gaze languishing on the latter.

"What's wrong?" asked Carmen, noting the pointed look.

"Oh…? Nothing is wrong dear. You just… remind me of someone." Dr. Ruddick replied, "But I'm sure we haven't met before. Must be my imagination." She said, turning her attention back to Rex, "But anyway please come inside so that you can have a glimpse of what's in store for you."

"Aren't I supposed to have an interview or something?" Rex asked.

Ruddick chuckled, "That's just a formality. The fact that you were invited guarantees your enrollment if you choose so. At Envisions Academy we want the _students_ to choose their future and the only way to do that is if they see for themselves what the future has to offer them. So, come children, let's get this day started."

* * *

Even during the morning hours, the back alleys of the city were an empty scene, thus nobody noticed the large figure skulking about, though its heavy footfalls echoed through the winding back ways. Whatever it's objective the CA1 was meticulous in its survey of the surrounding area, taking all precautions to make sure it wasn't spotted by civilians.

Although in truth it wasn't civilians it was on the lookout for. No, as it hid among the shadows of the alleyways it kept a careful eye out for more _concerning_ individuals. The android's escape earlier had its creators in a panic and its head start only gave it a few hours of reprieve before a concerted effort had been made to recapture it. It would only be a matter of time before they managed to catch up with it, so getting as close to its objective as possible before then would be preferable, which is why the android took a detour through a construction site.

Fortunately, the site itself seemed to be closed for the day, as the initial scans of the CA1 turned up no human activity. But lack of human activity did not mean lack of _any._ A case proven when the low hum of an engine met the auditory receptors of the CA1, followed by the grind of treads. With optics squint the CA1 watched as a strange vehicle rolled up to impede its path. The vehicle took resemblance to a construction vehicle, several in fact. With a front end of a large plow, the back end of a cement mixer, the treads of a bulldozer, and a hydraulic crane above. With a ominous drone this conglomerate construction vehicle gradually rumbled across the yard until it was a couple feet ahead of the CA1, barring its progress.

It then took on a strange metamorphosis as the front end of the vehicle began to rise, moving along a set of rails until the top half was propped up on the back end. The sides of the vehicle broke apart and reform, in the process letting free elongated mechanisms that quickly to the form of independent manipulators; aka, arms. Rising well over 15 feet this transformed vehicle towered over the CA1 with tinted cockpit shining against the mid-morning sun.

From within said cockpit like apparatus a lone human operate observed the CA1 pictured upon a view screen from within.

"Good thing we decided to stage this little intercept play at this construction yard. Nobody will think twice if they hear rumbling and explosions. Although hopefully we can stop the _Sea Marauder_ without damaging it _too_ much." The pilot replied, before taking firm hold of the control sticks on either side of him and bringing the mech's large manipulator arms to bare.

Then pressing down upon the pedal at his feet the treads of the vehicle immediately started turning, grinding up dirt as it pushed itself forward with surprising speed despite its size. Though its speed wasn't enough to score a hit against the Marauder, for as it launched a clenched metal fist at the android, said droid moved aside and the larger mechanoid hit nothing but dirt. It didn't take long for the mech to pull its harm free of the ground where it then quickly turned to the side at the Marauder, the latter of who simply returned its look with a steely-eyed glare from beneath its helmet.

The battle mech took little time to rush forward once more with grip tight, launching yet again another powerful punch the Marauder's way. The android dodged aside once more, letting the punch sail pass it but the larger quickly followed up with another. And though it kept its wits about it the Marauder found itself quickly on the defensive as it tried to get around the larger mech to deliver a blow of its own. After one quick dodge by the Marauder the mech overshot its punch, allowing the CA1 to duck below and move to the mech's side, where it launched a punch of its own at the vulnerable hydraulics of the mech.

Even so… the mech was not without its counters, which it displayed when it spun on its axis, the move subsequently whipping its arms about to smack the CA! across its brow. The sharp blow sent the android skidding across the yard for a couple feet, but the true attack came during the lull. It looked up only to see a massive fist heading its way as the mech delivering a devastating haymaker to the android. The CA1 did it's best to block the blow but the impact sending it cartwheeling into a pile of construction supplies, throwing up dirty and debris as it crashed into the pile.

"Alright, this Constructor Utility Armor is the real deal!" came the pilot from his cockpit, "I may have to dent up the CA1 to take it down, but I can definitely handle it!" he proclaimed with puffed chest.

Speak of the CA1 it still hadn't recovered from the clash and subsequent crash, which left the android half buried under the construction supplies.

However…

" **Recognition of battle mech "Constructor" as impediment to completing mission confirmed.** " Said the Marauder beneath the pile, " **Self-authorization to give means of contending with obstruction,** _ **duly granted.**_ "

At that the Marauder pulled itself up from the pile, pushing aside debris and the like until it was back on its feet. It gave the Constructor a piercing look before clenching its fists tightly.

"Alright, time to put and end to this." Came the pilot of the Constructor, to which he activated the mech's "weapons" systems.

Truth be told the Constructor had no _real weapons_ , however what it _did_ have made up for it. From its right hand came a large pike, a hydraulic powered jackhammer. While from the left a corkscrew-like object emerged, a drilling rig. Up top the crane took a on a metamorphosis as well, the back end connecting to a tube affixed to the cement mixer on back and the crane itself unleashing a long cylindrical nozzle.

To it's credit the Marauder took these new revelations with a calm air, its optics analyzing each with a meticulous eye, " **Confirmation of Constructor defensive arms has been confirmed. Retaliatory measures to be implemented.** " It said as it stepped forward to engage its target, " **Use of this unit's defensive weaponry…** _ **approved.**_ "

* * *

Rex might not have been as smitten at the idea of enrolling at Envisions Academy as much as Dr. Holiday, but as the group traversed the halls he could see why she was so taken by the place. The world within felt more like a grand hotel than a school.

"Ritzy." Murmured Rex as he gazed upon the pristine hallways and posh interior.

"I'd like to think more, _swanky_ , in my opinion." Replied Dr. Ruddick with a light chuckle, "But don't let the visuals fool you, this is a school and we pride ourselves on bringing the best and brightest. It's just, looking the part doesn't hurt either."

"Must get some serious funding to keep this place afloat." Carmen mentioned.

"Our founder is a man who decided to use his vast fortune to help bring up an academy dedicated to expanding young minds, Simon Babbage."

"Hey, I know him." Came Noah, "He's this billionaire playboy who's part of a pro-ecological organization. Has this saying, "The betterment of mankind for the betterment of the world."

"Yes, Mr. Babbage believes that if more people are aware of the world at large they can better leave a significant footprint, as he likes to say."

"Guy kind of sounds like he's a superhero or something." Rex said.

"I wouldn't go that far. He's just… _enthusiastic_ is all." Replied Ruddick, "And speaking of heroics, I do understand Mr. Salazar you're into law-enforcement yourself?"

"Heh, I wouldn't really say I'm the police or anything." He chuckled, "Just doing my part to keep the world safe and whatnot."

"Well, considering the Evo population has dropped significantly I'd say you must have little to do these days."

"You'd be surprised."

"Regardless, if you do enroll I hope your focus will be on _school work_."

He gave another nervous chuckle to that but fortunately Dr. Holiday didn't let him flounder as she changed the subject, "I did a little studying of my own and found out that you do quite a bit of profound research here."

"Yes, delving into new scientific studies is the cornerstone of the curriculum at Envisions Academy." Replied Ruddick, "School is meant to expand your mind and when you do so you learn new and fascinating philosophies. For example," she began, stopping at a nearby laboratory, "We are highly invested in potent new energy sources in more concentrated forms." She replied.

That statement had Rex thinking for a moment to which he soon replied, "Like a particle accelerator small enough to fit in the palm of your hand that can power an entire building?" he asked.

"Exactly." Replied Dr. Ruddick with an air of surprise, "How did you guess?"

"I have a little experience with the idea." Replied Rex, as he took a glance over at Carmen.

"I see… then maybe there's a way to give your interview a little more purpose." She replied, before beckoning the group into the lab room.

Within they found a gaggle of students seemingly hard at work around a strange device around the size of a car engine.

"This is a class devoted to energy transference in an isolated medium." She replied.

Rex… did not have a clue what she had said. Fortunately, Holiday intervened with a simpler label.

"Power battery."

"Indeed." Replied Dr. Ruddick, "The students have been working on it for weeks and are getting very close to completing it. So, what better way to help "get your feet wet" than to have you help them to finish it, considering your apparent understanding on the subject."

"Serious?" he questioned as the thought it over, then a small smirk appeared on his face, "You know what, no problem. I'll have this baby up and running in no time."

With a firm crack of his fingers he set to get to work but was grabbed up by Holiday before he could enter the room.

"A moment please." She said, dragging Rex over to an adjacent hallway and out of sight, leaving Ruddick, Noah, and Carmen to themselves.

"Whoa Doc, what's up?" came Rex's inquiry after being dragged around the corner.

"Rex, even though I'm sure Dr. Ruddick knows about the fact that you're an Evo, I do not want you to use your nanites for this." Replied Holiday.

"Huh? Why not?" he pondered, "A quick little snip-snap and I'll have that thing lit up like a Christmas Tree. It'll be easy."

"Exactly Rex. It'll be easy. But you won't _learn_ anything. Your abilities come natural, you don't really have to _think_ about how a machine works, your nanites give you that understanding after analyzing it." She said, "But you still don't know how the machine works. Besides, it wouldn't be fair to the other students. You said it yourself, you just wanted a normal school life. To do that you have _to personally_ do the hard work."

A small snort came from his nose, considering the assignment was anything but "normal", but Rex quickly relented upon noting the stern look Holiday gave him, "Sure thing Doc. I promise, I won't use my nanites for anything."

"Thank you, Rex. And don't worry. You passed the tests to come here without your nanites. You have what it takes to get through this, you just have to work a little harder is all."

He gave her a quick nod before being once again pulled by her back toward the group.

"So, do you think you can handle it?" asked Dr. Ruddick upon their return.

"Guess it's time to flex my mental muscles huh?" Rex replied.

"Good. But I don't expect you to get the generator up and running. I'd just like to see how much of it you understand." Came Ruddick.

"Oh, good luck man." Came Noah.

"Don't hurt yourself straining that thing." Came Carmen with a finger to Rex's head.

"Take your time Rex, I know you can do it." Was Holiday's reply.

Rex gave a light sigh but smiled all the same in a reassuring matter before turning around to face his challenge. The students of the class gave him an odd look as he entered, as if unsure he should even be there, and he shared in their confusion.

"What have I gotten myself mixed up in?" he murmured as he stepped forward.

* * *

A piston-powered jackhammer devastated the ground just ahead of it, sending a small shockwave out that pushed back the humanoid soldier, the Sea Marauder. The cloud of dust that shot up from the shockwave was cut clean as several globs of a gray substance shot forward toward the CA1. It dodged aside the first few strikes but a lucky strike hit its right foot, splattering across it in a sticky mess. A sticky mess that almost immediately began to harden, quick drying cement that held fast and stopped the CA1 in its tracks. It attempted to pull itself free but several more shots rang out, slathering the CA1 in the hardening mixture. In little time the Marauder found itself encased in a hard plaster, unable to break free.

"Heh, guess that's it." Replied the pilot of the Constructor as he laid the finishing touches on his impromptu statue, "Call in the retrieval team. Our little sculpture is ready for pick up."

But before he had a chance to pat himself on the back the distinct sound of mechanical gears warming up caught his ear, as muffled as they were beneath the heavy-set cement. Then in a shower of debris its right arm broke through its casing, reveal something akin to a claw of sorts. With two prongs it had a look not unlike a pair of scissors, with the prongs themselves seeming to oscillate at a high frequency.

"No! It's activating its weapons!" barked the pilot of the Constructor, who moved to intercept before the CA1 could escape.

The Constructor was too slow however, as the CA1 used its oscillating blade to shatter its cement casing. Just as the Constructor brought its jackhammer to bear the CA1 swung out with its claw and the two vibrating weapons clashed, their reverberations channeled up and down the lengths of their arms.

And though the Constructor was the stronger of the two the Marauder found the leverage it needed to throw the jackhammer aside, along with the Constructor. The construction mech spun out, losing balance and slumping over, to which the Marauder immediately took advantage of the lull to bring about its Vulcan cannon. In those few moments as it warmed up the Constructor tried to defend itself, throwing its jackhammer arm up just as bullets sang free from the Vulcan cannon. The Constructor was not a military-grade weapon, thus the rattling of bullets against its arm did a number on the jackhammer, however its sheer bulk protected it from the worst damage as the pilot charged the Marauder with intent to crush it. The Marauder reacted a hair too late and was backhanded by the Constructor, sending it to the ground. From its prone position it looked up to see a heavy metal hand latched down upon it, holding it firm to the ground with a tight grip. With its jack-hammer inoperable the Constructor moved in to use it's drill as it held the Marauder at bay. The massive corkscrew wired to life, soon becoming a whirling sharp cone intent on skewering the Marauder through.

"Gotta stop this thing even if the guys upstairs get mad for cracking it open!" growled the Constructor's pilot as he brought the drill down to pierce the Marauder's armor.

The drill scraped against its chest armor, causing a mass of sparks of fly about. But before the drill could pierce through the Marauder countered it as it leveled its main weapon at the Constructor, the high-powered shotgun. With a resounding " _bang_ " the gun went off, sending a concentrated shower of pellets straight into the Constructor's "face".

The impact sent the Constructor reeling as it pulled away to assuage the damage, to which the Marauder quickly brought itself to its feet to assuage its own. Fortunately, for the Marauder, the drill hadn't managed to pierce its metal skin, leaving only superficial scratch marks that marred it blue painted finish. The Constructor on the other hand had taken far more serious damage, with the bulk of the damage centered around its plow. A large chunk of the plow had been blown clean off its "face" revealing the outer housing of the Constructor's cockpit.

With a guttural "Why you!" from the pilot the Constructor charged forward with all that it was, its drill spinning madly as it aimed to gore the Marauder where it stood. The Marauder though had taken the initiative and dodged aside the initial strike and as the Constructor turned to swing out the Marauder ducked under the blow, all the while tagging it with a well place magnetic mine. The Constructor turned only to hear the rapid beeping coming from its drill arm, though much too late to do anything about it. The resulting explosion tore a decent size hole in the side of the Constructor's arm, destroying the whirling tool and doing a number on the arm itself.

"This isn't over!" barked the Constructor's pilot, wheeling around so that it could level its cement gun on the Marauder.

Mineral adhesive spluttered out of the main cannon to slather the CA1, but the Marauder dodged around with deft moves, letting the gray goop sputter past ineffectively. Shots continued to fly out, but the Marauder had already gotten close enough and with its vibrating claw and lashed out, the bladed weapon clashing mightily with the barrel of the cement cannon. Sparks flew wildly from the clash, eventually resulting in the blade cutting clean through the barrel. And with the connection severed the quick drying cement that leaked out was quickly exposed to the air, eventually hardening around what remained of the nozzle.

The Constructor's pilot was understandably livid, as most of his weaponry had be rendered inert by the Marauder in a painstakingly effective manner.

"Really is an advanced prototype." He murmured, realizing that the Constructor itself was highly outclassed by the abilities of the Marauder, "That said I got a job to do, not to mention my prides on the line now. I'm _going_ to take this thing down, one way or another!" he growled, bringing his mech's mitts to bear.

Chewing through dirt with its treads it charged in full auto run toward the Marauder and swung out wide and fast on approaching, scoring a nice hit across the CA1's brow. And though the android held its ground and kept its footing it was handed another punishing blow by the Constructor, followed by a series of others in tandem. The Marauder was horribly jostled about with each blow that land, but as it body jerked to and fro from the beating the mech stayed standing, and more importantly…

" **Comprehensive structural analysis complete. Pinpointing areas of stress of enemy mech.** " The Marauder mused, at which it dodged aside a coming punch and retaliated in kind with balled fist.

The blow scored a nasty hit along side the connecting joint of the Constructor's left arm, smashing through servos and wires, which ultimately caused the mech's arm to sputter for a time before falling flat.

"What the…" he murmured, as the dead weight of his mech's arm made the Constructor list to the side.

His surprised turned to an irate growl as he swung out with his remaining arm with a twisting backhand on his rotary axis. But the Marauder was already on the move and the Constructor's strike sailed clean over its head as it ducked down low. It used this this step forward and deliver a kick to its midsection, striking a powerful blow to said rotary axis. The resulting crunch of servos severely hampered the Constructor's ability to pivot around. A horrible grind noise erupted as the Constructor slowly turned to face the Marauder, the latter of simply stood there watching.

"It's like it's mocking me." Growled the Constructor's pilot at almost the nonchalant way the Marauder seemed to be piecing him apart, "I'm not gonna sit here and take this from a bunch of nuts and bolts!" he barked, his grip tight on the controls of the Constructor.

He put the mech into overdrive, aiming to run the Marauder down, crush it under tread if that was what it took to stop it. And the Constructor had bulk on the Marauder, but bulk alone was meaningless against the android. The heavy fist of the Constructor came slamming down, but the only thing that was crushed was the ground itself, for the Constructor's pilot noticed too late the timely dodge of the Marauder. It leapt up and high from the coming blow and by the time the Constructor realized the Marauder had already landed atop the Constructor, with its main cannon swiveling into attack position.

A loud "bang" issued forth as the shotgun shattered the connecting port of the Constructor's right arm, practically ripping it from its holding. And thus, with its last line of defense crushed the Constructor was left helpless as the Marauder reached for the mech's cockpit and began to pull at the paneling.

"No, stop! Don't!" came the frantic cry of the pilot in his hopeless gesture to stem his defeat.

The Marauder continued to pull until the Constructor's hatch popped from its holding, revealing… absolutely nothing.

Or at least, nothing of the _human_ variety. There was an onboard computer that appeared to be control the basic functions of the Constructor, but no pilot. Unless…

" **Scanning radio frequencies.** " It murmured, while its internal systems went to work.

And sure enough, after only a few moments of scanning frequencies did the Marauder come to realize what was going on. For the frequency lead back to a large black van a few blocks away, with a very angry pilot kicking the "cockpit" of his control center in the back of the van.

"I can't believe it beat me!" barked the pilot from his seat, his grousing growing louder.

"It was designed for urban warfare you know." Replied his apparent partner from the front seat of the van, "Guess it lived up to the hype."

The pilot continued to grouse, though a lone sigh slipped from his throat, "Whatever. We'll just have to call the control center and tell them we couldn't stop it covertly. They'll have to come up with another way to bring it down."

His partner sighed as well, but that quickly changed when he noticed something in his rearview mirror.

"What in the…" he murmured, before getting a good look, a good look that had him cry out, " _NO WAY!_ "

His shock came as a certain object started to get a lot closer than it appeared, the Marauder had stormed out of the construction yard in a flat-footed run.

"It's tracked us! We gotta move!" barked the driver, immediately slamming on the pedal and peeling out.

The pilot of the Constructor was jostled about in the back of the van as the driver shifted into high gear to outrun the coming CA1. A squeal of tires punctuated the van's time departure while the heavy steps of the android followed quickly behind. But at the rate the van was going it would probably be able to pull it off a quick getaway. However, he was so focused with outrunning the Marauder that he didn't notice what was in the android's grip. It held a long metal rod tightly in hand, a little something it picked up before leaving the construction yard. And during its run the Marauder brought the pipe overhead in mimicry of a javelin thrower. Then with a sudden burst of speed, it propelled itself up into the air before throwing down the metal rod with all its might.

The rod sailed through the air the short distance over to the van before it impacted through the back bumper. It shredded metal and plastic as it tore through the back of the van, where it bounced the van into the air at impact. The pilot and the driver were violently jostled around inside the van as it spun out in the street, eventually crashing headlong into a nearby light pole.

Pained groans reverberated from the van as the two inside tried to pull themselves up, though their daze left them disorientated. Thus they could do little to stop the back doors of the van being pried open with hefty metal hands, revealing the Marauder as it pulled itself into the back of the downed van. The pilot of the Constructor tried to scramble away as the Marauder reached for him; his attempts only amounting to him stumbling over his control console and falling to the side. He braced for the worst as the CA1 reached over, but quickly discovered that he wasn't the target. A small panel opened with the finger of the Marauder and reveal a connecting port of sorts. The CA1 then snaked its hand across the console until it found a receiving port and inserted the connecting port. Almost immediately was a cascade of information downloaded into the memory drives of the Marauder as it easily hacked the console and rummaged through its databanks.

The driver groaned as he recovered, turning back to notice the Marauder infiltrating the console's data, "What is it doing?"

"Taking our data on the retrieval plan!" came the pilot, "It's trying to hack into our communications in order to mask itself from our tracking!"

"We can't let it take that data! If that data gets out it could sink the company!" barked the driver, "Stop it!"

"How?!" came the pilot, reminding his partner that the only means of defense they had, the Constructor, was currently lying in a junkpile a few blocks back.

However, that became a moot point as the Marauder had gotten what it came for, " **Data Download, Complete.** " It mentioned before turning its attention to the two frazzled men, " **Threat analysis of Constructor control team… neutralized.** " It replied, before stepping out of the van.

It took a moment to scan the immediate area and in short time concluded that there was nobody of any significance that had seen the commotion. With that it took off into a run into one of the side streets, eventually disappearing within the intertwining ways.

"It knows we're coming and now it's got our tracking signal, we won't be able to set another trap for it." Came the pilot of the van.

"Then what'll we do?"

He wasn't the only one pondering how to get himself out of a technological mess, one that Rex was currently finding himself in. After reading through the schematics and asking about the general make-up of the particle accelerator Rex was left stumped by the intricate machine before him. Although not necessarily because of the science behind it. Rex _understood_ how it worked, it reminded him of how many of his builds came together. The problem came from the fact that he didn't know how to _apply_ that understanding to the machine. When he built his machines from his body it was second nature, instinct even, that let him construct complex builds, or in the case of his influence over machines, control and manipulate them. He didn't think about how the machine work as opposed to _feeling_ how it worked. Thus, barred the use of his nanites Rex was stumped as to how to connect the various components of the machine before him in a way that got it to work properly.

"Never realized how hard this actually is when my nanites aren't doing the heavy lifting." He murmured, going over the machine with tools in hand.

But other than poking and prodding occasionally Rex wasn't getting anywhere with the accelerator. Fortunately for his pride the other students in the class weren't exactly paying attention to his less than stellar work with the device, as they were too busy with other work. That and he carefully kept himself hidden behind the accelerator as to stay out of anyone's direct line of sight. Still, he wanted more than anything to ask one of the other students for help.

"They're all eggheads, right? One of them has got to know how to connect all these transistors and align the conducting coils." He murmured.

He took a cautious peak from around the accelerator, noting the other students hard at work on their own projects, though his leering was noticed by someone who had come around the other end.

"How is everything going?" came a voice that startled him.

Rex was quick to turn to find Dr. Ruddick standing behind him, having slipped into the classroom when he wasn't looking.

"Oh… uh… I'm cool." He said nervously, "What are you doing here?"

"Well Rex, I am a professor here at this school. It's my job to be in the classroom."

"You're a teacher?" he asked, "I thought you were like the head honcho, like the principle or something."

"I _am_ the "head honcho" Rex, but I'm also here to help the students learn." Replied Dr. Ruddick, "And this is _my_ class." She replied, to which he gave an "Oh" in recognition.

"Where's Doc Holiday?" he asked.

"We were talking, then she noticed another project the school was working on and I suppose her curiosity as a fellow scientist took hold." Replied Ruddick, "I left her to her devices and came back to see how you're doing."

"Heh, like a kid in a candy store." Replied Rex, "This is definitely her kind of place."

"That's true. But I wonder Rex, is it yours?"

"This place is cool…"

"But…" she replied.

"It's… "

"Rex, just tell me how you feel. The point of the interview is to see how interested you are in coming here." Ruddick replied, "It'd be missing the point if I wasn't sure."

"Like I said, this place is definitely a place for Doc Holiday. And it's not like I _don't_ like the place, but it just feels too much like… work."

"I suppose working in Providence you _are_ surrounded by high-level tech regularly."

"Exactly. This is what I'm always around and I was kinda expecting a school to be… a school."

"What are you trying to say Rex?"

"I don't know…" he said with a low sigh, "Maybe I was expecting something more… normal?" he replied, "Doc mentioned I'm anything _but_ normal and I know that but I'm also just a kid, not a rocket scientist or anything. Even if I work around them."

"Do you want to come here?" Ruddick asked.

"Not sure… I mean, I know the Doc wants me too and I can see this is a great school and everything…"

"But you just want a regular life, is that right?"

"I know it sounds… weird. I'll never really have a **normal** life, but I kinda want to at least have something to myself that isn't extraordinary." He said.

"Actually Rex, I understand what you mean. When your life is anything but simple sometimes you just want something routine to balance things out." Replied Ruddick, "Wanting a "normal" school life is fine but let me ask you this… what do you think you'll be doing ten years from now?"

"Huh? I guess, probably still working for Providence or something." He replied.

"Is that what you want… or is that what you expect?"

Rex… didn't have an immediate answer to that.

"Rex, I don't know you very well but what I do know is that you work hard, and you've done amazing things for the world. But is that the path you want to take for the rest of your life?" Ruddick asked.

"I don't hate Providence or anything." He mentioned.

"And that's fine. But just because you don't hate something you do doesn't mean you can't find something else you _like_." She replied, "I don't want you to come to this school because you feel like you must, whether to please Dr. Holiday or anyone else. And I don't want you to come to this school just to "get by". I want you to come to this school to expand your horizons. It's your choice Rex and if you think that means belonging with Providence then so be it. But if you think you might want to try something else, you should have that option as well. You're future shouldn't be decided for you, you should decide your future for yourself. Do you understand what I mean?"

"… sorta."

"Good. And that's why Rex, no matter what happens today, I want you to take you time and just relax. Don't think of this assignment as something you have to do just to get by. Think of what you can learn from it and _why_ it challenges you. You're a bright kid Rex and regardless of whether you succeed or not, I think you'll learn something valuable if you don't bog yourself down with the idea that you "have to do this". Whether it means having a "normal" life or having **your** life."

"Heh… thanks." He replied, "I can see why you're a teacher."

"I do what I can to help young minds." She replied, "Now, why don't you take a break and come back to his later?"

"Are you sure?" he asked.

She replied with a knowing look, "Rex, what are you going to do all day? Really?"

"Well, I could go for something to eat." He mentioned.

"Then you're in luck, because we have a fully stocked cafeteria that I think you'll enjoy."

That brought a smile to Rex's face and in little time did Rex find himself within said cafeteria. He also found Holiday, Noah, and Carmen there, partaking in their own mealtime experience. Holiday looked to be eating a sort of extravagant salad with mineral water while Noah held a burger, fry, and milkshake combo. Carmen was the only one not eating, though she held in hand a large cup of coffee that she took generous sips off.

"Hey man!" called Noah, the first to notice Rex's arrival, "Have you seen this place, it's got everything. You seriously need to check its basketball court."

"Sounds like a plan." Replied Rex.

" _After_ you're done with your assignment." Came Holiday, to which Rex sighed audibly.

"Looks like you didn't burn out at least." Replied Carmen, "You must be doing something right." She said, to which Rex grunted audibly.

"Rex is just… giving himself a chance to come back to things with a refreshed mind is all." Replied Ruddick, "He's doing… _admirably_." She said, to which Rex chuckled audibly.

"Well I hope he's doing so _with his own ability_." Holiday asked, with an emphasis that Rex caught immediately.

"Rex seems to understand the subject material. Putting it in practice however appears to be where he's finding trouble." Replied Ruddick, "But I'm sure in time Rex will figure things out… both with this assignment and things in general."

"I'm glad that Rex is progressing well. I have always tried to instill in him a sense of academic achievement. But considering the life we live it's not easy." Replied Holiday.

"I wouldn't say that. I think Rex has more going for him than even _he_ realizes." Replied Ruddick, "But a little break is for the best." She said with a smile, though she was interrupted when her phone went off in her pocket, "Excuse me." She said as she took the call, "Hello?"

Although Rex and his friends couldn't hear who Ruddick was talking to it became obvious over the course of the call that whatever said person on the line was saying Ruddick didn't like.

"Seriously? Now? Why?" was her response, among others as she listened to the person on the other end, "Yes. Yes, I understand. I'll deal with the situation."

With that said she pocketed her phone and walked back over to the group, "I'm sorry but I'll have to take leave for the moment, an emergency board meeting has popped up and I have to attend." She replied.

"Emergency board meeting?" asked Holiday.

"I don't blame you for not understanding. But remember, this school was founded by a businessman and you know how businessmen are beholden to their shareholders. And even though the school is a private entity I'm still technically part of the business end of things, being a partner, so when they come crying… I have to help wipe the tears."

"Must suck." Came Rex, though he got a chastisement from Holiday for saying so.

"Not how I'd put it, but definitely what I think." Replied Ruddick, "But don't worry, this shouldn't take long… hopefully. In the meantime, just do what I told you Rex and I'm sure you'll come to the answers you seek in no time. You're a bright kid… and I know you have what it takes to bring the best out."

"Thanks." Replied Rex, "Oh, and I hope you bring enough tissues."

To which Ruddick gave a light chuckle, "I'll buy a family pack."

And with that said she took her leave.

"Must be hard to balance being the director, a teacher, _and_ a business partner." Noah mentioned after Dr. Ruddick left.

"And if Rex enrolls here she'll have to deal with his antics." Replied Carmen, "I feel sorry for that poor human."

"Well if I do enroll here then at least I'll have a chance to get way from your steel-plated face." Growled Rex, a growl that was returned right to him by Carmen.

"You won't be enrolled here unless you finish your assignment." Holiday mentioned, "So after lunch why don't you surprise Ruddick on her return by completing it."

"… sure Doc. I'll… do my best." Replied Rex with mock salute.

Rex wasn't exactly feeling the most confident on completing his little "assessment", but Dr. Ruddick's words weren't lost on him. Still, trying to figure out what he could learn from this interview process didn't seem like it would be easy.

* * *

With heavy foot falls the Sea Marauder traversed the back alleys of the streets as it raced to its objective, completely forgoing any means of concealment. While having defeated the Constructor it knew it would only be a matter of time before more enemies would be set upon it and its current mission was too important to let fail. It's objective in the meantime was slowly coming into view, the high-rise like look of the building peeking out from behind the conclave of buildings that surrounded it. And though it took notice of this, something else had grabbed its attention.

The sound of rubber meeting road soon came to its auditory receptors, the sound of several vehicles coming in from the side streets. At least that's what it initially thought. As it turned to face its pursuers it was blindsided by something coming out a nearby alleyway. The impact knocked it to the ground where it tumbled for a time before gaining its footing where it quickly found itself surrounded by a surprising sight.

There were three of them in total, metallic humanoids not unlike the Marauder itself, each standing just under the Marauder in terms of height while striking far more feminine features than the CA1. They wore rather large motorcycle helmets on their heads that had an air of advancement that one might think they came from Providence. However, they lacked the monotone colors of normal Providence uniforms, instead sporting shades of much rosier red colors. Large knuckle guards lay upon their hands while at their feet large wheels hung off their ankles.

Side panels at their hips opened to reveal launchers that released grasping claws connected to taut cables, which latched upon the Marauder in short order. Then with a peel of their wheels the three androids took off in a rounding circle. The Marauder quickly found itself hogtied by the three from boot to helmet before they pulled back tight to hold the Marauder in place.

" **Unit CA1-3M-91W, "Sea Marauder" surrender immediately or face termination.** " Came the digitized voice of one of the androids.

However, despite their best efforts they couldn't hold it for long. Revving up its blade the Marauder cut its arm free of the cables before tearing through them completely. As it freed itself it brought its other weapons to bear, firing off several rounds from its Vulcan cannon in a circular wave at the gynoids. They moved a hair quicker than his cannon though and avoided the worst of the assault before going on the attack themselves.

Their heavy armored-plated hands folded in on themselves, transforming to reveal a gun barrel in palm, a barrel that the three androids wasted little time to use.

Bullets sang free with rancorous intent as they pelted the Marauder in the three-pronged attack. The Marauder held up well enough, however it had little ability to counter the attack as the three enemy androids circled it, using the back wheels on their heels as makeshift skates to jet around the CA1. Bullets rattled off the Marauder's armor, dinging and marring the chrome like finish, but not enough to cause the android serious damage. Furthermore, it aimed its shoulder shotgun straight ahead, letting loose a hailstorm of bullets. The lead of three gynoids noticed in time however and dodged aside the coming buckshot, taking cover behind a nearby car that was soon shredded by oncoming fire.

The other two gynoids similarly hunted for cover as the Marauder turned its attention on them, firing over several rounds that decimated the surrounding area. And though the gynoid group managed to avoid the worse of the assault it did succeed at breaking them up and give the Marauder the time it needed to make a run for it. It didn't have time to fight with the three androids, for it had far more pressing matters to attend to and its target was within range. Even so its antics had brought about quite a bit of attention, from both he citizenry at large and more far reaching organizations.

Of one such organization the man known as Six traversed the halls of Providence until he came to a large open area, to which he stopped in front of a large viewing screen. Moments later a figure came upon screen, that of Providence's director, White Knight.

"Reports of… giant armored people fighting in the nearby city." Replied White Knight.

"Armored… people?"

To that White Knight put up a secondary screen showing a view point of a small camera, most likely a camera phone, though the person holding it wasn't exactly a filming savant what with the constant shaking and such. Still it was obvious from the picture that the "armored people" weren't **people** at all.

"… looks like, the _Land Spartan._ " Pondered Six.

"Same thought, as well as the smaller ones." Replied White Knight.

"But from the looks of things they're not all on the same side." Replied Six.

"Exactly, something is off here, and I want to know what." Came Knight, "I'm deploying the Key and all available agents are to rendezvous at the coordinates. Where is Rex and Carmen?"

"Well…"

* * *

Rex was currently fully engrossed in his assignment to get the particle accelerator working with renewed vigor. Unfortunately, that enthusiasm didn't translate to him being able to figure out how all the different relays within the machine fit properly. He was making some progress with the accelerator, having manage to calibrate the circuits within it correctly, though in doing so he added far more wires than he had originally planned. The problems came as he he found that getting the right voltage as well as keeping the flow of energy stable was far more complicated. And unbeknown to him, while he worked diligently to complete his assignment a certain Doctor watched him tentatively through slightly parted doors from the hallway. That of Doctor Holiday.

A low sigh reverberated from deep in her throat as she watched him struggle to bring the accelerator up to working condition.

"Rex is so use to his nanites doing the bulk of his build construction that I'd expected he'd have some trouble. But to think he'd struggle this much…" she murmured despondently, "Maybe this is just too much for his first real challenge. I want him to get into this school, but I don't want him to agonize over the work." She said with another sigh, "If so, it may not be the best place for him after all."

She sorely lamented that fact and even pondered for a moment if she was expecting too much from Rex. However, a ring from her pocket interrupted her ruminations, prompting her to answer her phone.

She greeted with a curt "Hello" as the caller on the other end replied, "Rebecca, we have an emergency."

"Six? What is it?"

"We're not sure, but we believe that a few Renegade Project androids are on the loose."

"What?! CA's?! Where?!"

"Nearby, _you._ "

" _ **Here?!**_ " she exclaimed.

After that Holiday barely gave Six time to explain the full situation before she ran into a nearby room. Within was her laptop sitting upon an empty desk and she was quick to jump aboard, flipping it open and logging on to analyze the situation.

"Hopefully the program I recently inputted can pinpoint the CA's location. Fortunately, the power sources of all CA's share a very similar energy signature and…" she began as she typed furiously on the keyboard.

In moments an overhead view of the city came into view, specifically of the general area around Envisions Academy and moments after that did several dots appear on the overhead view. One such dot was within the academy itself.

"That's Carmen." Murmured Holiday, noting the high energy output for the gynoid that was calculated by Holiday's program, "And these must be… _oh_ …" she murmured, as her program pinpointed several other signals several blocks down the road, "There are four. One of them has a lower output than the other three. Different CA versions?" Holiday pondered, "Whatever they are though they're definitely making their way here, with the lowest output CA leading the charge. But _why?_ Are they here for Carmen?" she pondered further, "Six mentioned something about infighting. Does this mean that more than one party is responsible for their awakening and for what purpose for each party?"

 _Several blocks down the street…_

An overhead kick launched by one of the pink CA's was promptly blocked by the bulky arm of the Marauder who dug its heels in to keep steady after the blow. Pulling back the pink android clenched its fist, with the knuckle guard on its hand superimposing itself over her fist. A high vibration took over and with a powerful thrust it threw it's arm forward, pushing pass the Marauder's defenses and scoring a well-placed blow to the chest. But even for a punch from a smaller android, the impact had surprising strength behind it, strength enough to knock the Marauder off its feet. It caught itself well enough but as it regained its footing it noted its dented chest armor. Thus, it decided to retaliate in kind, it's duel blade humming with ominous intent as it swung forward. It was matched by the pink gynoid and the two pulsating weapons clashed against one another in earnest. The reverberations sent back to them cause them to skid back after impact, causing the Marauder to stagger. But it didn't have much time to recover as the other two pink gynoids flanked him with similar knuckle guards at the ready. It managed to block the first of its attackers, blocking the blow with its blade that once more caused caustic reverberations. However, this left it wide open for the other attacker, who caught the Marauder square in the side, and in its unbalanced state it was knocked up and over. It took a nasty tumble across the asphalt but despite the rough treatment it managed to get to its feet before its opponents could capitalize on its pushback. Standing upon a knee it swiveled its main armament on the approaching gynoids and let loose with a series of shotgun blasts, giving the attackers nary but a second to avoid the oncoming buckshot.

A frantic leap to the side helped one of the gynoids avoid a hefty spray of bullets, instead decimating a nearby car. Random civilian fled from the shredded vehicle as the fight tore out of the back alleys and onto the main road. A second and third shot rang out from the Marauder's shotgun, forcing wild acrobatics on the part of the gynoids as they dove to avoid the spray of buckshot.

Growing irate the Marauder made a quick sweep with is Vulcan before releasing several discs from its belt, the magnetic charges latching upon nearby cars and the like. The resulting wave of explosions forced the gynoids back as well as creating a wall of fire between them and the Marauder. Turning, the Marauder spied its objective in the distance; only a few short blocks to go. It took off into a flat run while its opponents languished, though it didn't take long for them to get their bearings. The two latter sisters ran to the former who was still recovering from the buffeted blasts it endured, though with a nod it assured that it was still functional.

" **Marauder Unit will reach target destination in 3.45 minutes.** " Replied one of the gynoids as it helped its sister unit to its feet.

" **Failure to capture Marauder Unit is** _ **not**_ **an option."** The other added.

" **No, we will not** _ **tolerate**_ **failure.** " The lead sister replied.

Their heel wheels hit the road and with a grating screech against the asphalt they tore down the road in hot pursuit to finish their battle with the Marauder. However, as the Marauder grew ever closer to its destination the battle would only heat up.

And the boy to lite that match was currently… connecting a transistor every so carefully with a pair of tweezers. In a surprising turn of events, Dr. Ruddick's suggestion to take a break had a profound influence on the rate of Rex's work. After coming back to things, he had realized where he had been stuck on before, and while he was still working his brain to the limit to finish the accelerator he had managed to find his groove. He just wished that he didn't have to go so painstakingly slow to get in that groove.

"Just a little more… almost got it… almost…" he murmured, moving the transistor into place with precision and patience that were not normally his strong suits.

And just as he established the connection a hurried and worried Dr. Holiday burst into the classroom with a "Rex there's trouble!" which startled him so badly he lurched back into his chair until it tipped over and brought him down with a dull 'thud' onto the floor.

" _Waah! Whoa!_ **What's going on?!** " he cried out as he fumbled around trying to get back to his feet.

Holiday was quick to over an apology, "Sorry Rex, but we have problems on the horizon. I've tracked several CA's making their way here." She said.

"Wait what, Carmen's peeps are coming… here?"

"They aren't my "peeps"." He heard from the doorway, from none other than Carmen, "I was wondering what had had you so upset Doc when I saw you racing down the hall. You said **several** CA's are making their way here?"

"Yes, and in the throes of battle apparently."

That brought confusion to the gynoid's features, "Wait, they're fighting each other? Why?"

"I'm not sure, but they're getting too close to the school for it to just be a random spilling over." Replied Holiday, "Whatever they're fighting over, it has to do with something here."

"After Carmen?" Rex asked.

"Not sure."

"Well, guess we can find out after we shut 'em all down." Came Rex, "Time to get rumbling."

"You could barely handle _one_ CA, and now you want to tangle with several?" came Carmen.

"Not like you're in much position to help." Rex replied, "Didn't bring any weapons on this little field trip."

Carmen lamented the fact that Rex had a solid point. Carmen wasn't expecting to have a high-stakes battle today. Still she wasn't one to just sit out a fight and watch from the sidelines.

"There has to be a way too…" she murmured, her eyes scanning about the room as she looked for some sort of inspiration.

Inspiration that soon hit as her sight wafted over to a nearby corner of the classroom where a bevy of equipment lay.

"Hmm…"

Meanwhile Rex raced out of the entry way of the school, only to take notice of the sound of gunfire. With a wave of mechanical parts Rex's legs transformed, becoming his ride, to which he jetted down the stairs of the school courtyard.

Just as he was leaving the courtyard a large figure burst onto the scene, bashing past a nearby building corner to reveal the Marauder in its full glory.

"Well big guy, you remind me of the Spartan, brothers I guess?" Rex queried.

"… **confirmation of nanite-manipulating Evo dubbed "Rex Salazar" confirmed. Analyzing threat level.** " It said, as it primed its weapons, " **Complete. Threat: Manageable.** "

An irked Rex retracted his bike and expanded his Smack Hands for combat, "Yep, brothers." He growled as he clenched his robotic hands, "Let me show you want happened to your "big brother" after he made the same mistake." He said, bringing his arm up.

Rex let it hang overhead for a moment before leaping up high. As gravity quickly took hold Rex brought his fists down with all the strength he could muster. The blow brought the Marauder to a bend of the knee, but it held tough and pushed back, sending Rex back with a sweep of its mechanical arms. It was quick to level its Vulcan cannon upon the boy, sending a sweep of bullets against him that forced Rex into retreat as he brought his arms up to defend.

The assault soon came to an end as the Marauder was distracted by the telltale sounds of wheels upon the road, the pink CA's had caught up. Grabbing hold of an explosive from its belt the Marauder took the initiative in the situation and flung it toward Rex.

"Don't like the sound of that beeping." Came the nanite boy, his arms morphing.

The mine went off in his face, blinding in the blast and debris, but as the dust settled Rex showed himself to be unharmed thanks to his Block Party builds. And just as the area cleared the three gynoids entered the scene with weapons hot.

"Huh? Looks like you called in the cavalry now?" came Rex as he gave a once over to the three pink androids, "Asking your 'little sisters' for help?" he said, as one of his arms changed form once more, "But don't think I'm gonna hold back just because I'm fighting 'girls'." He replied, his arm becoming the Slam Cannon.

After grinding up some pavement for ammo Rex let loose with the piston-powered weapon, firing chunks of asphalt at the triple set of droids. They were pounded by pressurized debris though they held tough against the onslaught. Rex took on a smug look, a smug look that was quickly wiped away when he heard a familiar click. The turned just I the nick of time to avoid the full force of a shotgun blast, courtesy of the Marauder, though his cannon was shattered by the pellet storm.

Shakily Rex gripped his arm to assuage the piercing tingle that ran through it but found himself to be wide open for a follow up assault by the Marauder. The android reached out wide, trying to slam Rex down with its blade but a flash of pink appeared before him as the lead gynoid intercepted the attack with its gauntlet.

"What the…" he began, watching as the droids struggled above his head.

Though confused by the turn of events Rex decided to take the initiative and struck out with a transforming foot; a Punk Buster that slammed heavily into the Marauder's mid-section. The bot was sent careening back several feet, falling to a knee from the blow. Meanwhile the three gynoids formed around Rex, brandishing oversized batons from their sides.

"Are… y'all not feeling the brotherly love with the big guy over there?" Rex asked the gynoids, "Are you on my side?"

" **Our objective is to stop the advance of the Marauder. Assisting you is not our priority.** " Replied the lead gynoid.

Rex gave an eyeroll at the blunt response, "Okay whatever. Still, mind telling me who are y'all?"

The three gynoids looked to deliberate that for a moment before replying, " **We are… the Scarlet Sisters.** " The lead one replied, releasing a surge of electrical might from its batons before rushing forward with her "sisters" in tow.

The Marauder retaliated with a surge of bullets from its Vulcan, but it found the _Scarlet Sisters_ to be nimble mechs, who dodged about the ballistic fusillade, with one of the sisters flinging its baton at the Marauder. It scored a well-place hit against the cannon itself, shorting it out temporarily and giving the gynoids ample time to rush it for close-quarters. The Marauder fought back well enough, but the triple assault soon overwhelmed it as it could barely hold back against the debilitating strikes of the stun batons. It swung out with intent to rend, but its swings did little to deter the sisters, who blocked accordingly. Even the use of its shotgun to buy space hardly kept them at bay, as even when it drove off one, another struck it in the back.

From his standing point Rex watched the frenzy with curious eye, "I'm almost tempted to let them have their little sibling spat, but something tells me I'll have to take on the winner regardless of who comes out on top." He said, thus deciding to get back into the fight, "Time to break this up!" he proclaimed his arms taking on another transformation.

Massive bolos took over his hands as the _Funchucks_ made it in on the fight. With a jerk of his arms the weighty weapons took on a cyclonic spin, revving up until they were but a blur of light and metal.

"Alright you bums, break it up, _break it up!_ " he barked as she slammed the two ends of his Funchucks together to create a sizable shockwave.

All four droids turned to Rex's call and all four bums were bowled over by the release of energy that swept over them. The Marauder however was the first of the group to recover, to which it returned fire with a series of shotgun blasts. Rex held tough with his Funchucks, spinning one to create a makeshift barrier. Quickly realizing the futility of its strikes, it switched up tactics and flung a magnetic mind from its belt and sticking to the whole "magnetic" motif of its design it quickly latched upon the spinning metal flail.

Rex cried out an expletive but could do little but turn his body away as the mine detonated over the glowing build. The Funchuck on his right hand was devastated as he was blown onto his butt, but other than a sore bottom Rex was unharmed by the blast. The Marauder saw an opportunity to escape but it barely took three steps before it was bodied by the lead gynoid, who latched around its mid-section and held tight. The larger droid struggled mightily against the smaller, but it held tight over the Marauder, avoiding its more direct strikes and standing against its elbowing and shoving.

The gynoid was soon helped by its sisters, who found their own areas to grab onto as they tried to hold it down.

"You know, if this wasn't super serious I'd swear it be like big bro is being annoyed by his little sisters." Rex commented, "But for real… guess they're trying to stop it from getting into the school. Don't know why though."

But despite their combined assault against it the Marauder continued forward; one struggling step at a time. One of the sisters began to jab it in the side with its shock gauntlet, sending a ripple shockwave across its superstructure, though the sound of Rex yelling caught its audio receptors. It turned to see the Evo boy with fists as Smack Hands running toward it.

But the Marauder was not one to take a beating laying down and the impediment of its object resulted in an almost _angry_ sounding mechanoid to lash out.

" **Must confirm primary objective!** " it barked, before its entire belt lit up with blinking lights and beeping sounds.

Several mines clattered to the ground, giving the gynoids only scant seconds to leap clear before they could be engulfed in the coming blasts.

" _Ah, come on?!_ " barked Rex as he brought his arms up to defend as the blasts washed over him.

The Marauder itself managed to avoid the worst of the series of blasts, but it was still blown away by the concussive force. It cared little though for any damaged systems; especially now that the droid's mine belt was empty of explosives it has little option but to push forward. Thus, it forced itself on the move toward the school regardless of the whining sound of its gears.

The artillery fire and explosions had caught the attention of many of the students within the school, but it wasn't until the sound of heavy footfalls did they realize they were truly being invaded. Fortunately for them they were largely ignored by the Marauder as it stormed the halls of the school; it had a clear destination in mind and it was determined to reach it.

However, a road block had come in the way of achieving that stalwart objective, "Oy hey big guy!" the roadblock called, grabbing the Marauder's attention as it rounded a corner, "Can't run the halls without a pass."

The Marauder was then suddenly buffeted by an unseen force and blown off its heels and back down the hallway. It skidded against the marble floors for several feet before coming to rest a way down. When it recovered it looked over its chest to spy none other than Carmen, though upon inspection she was decked in a strange contraption. Wearing something akin to harness with a large device hanging off her back, while around her arms strange turbine like objects were worn like gauntlets.

"The fun stuff you can find just laying around." She said, before letting the turbines on her arms spin once more.

The Marauder stood up only to be buffeted once more as Carmen generated her own shockwave from the turbines to blow the Marauder back. And for a time, the Marauder was manhandled by the concussive forces; being blown head over heels across the hallways as Carmen steady forced it back.

"You're not enrolled here so I'm gonna act like a truant officer and ask you nicely to leave!" she barked.

However, her advantage quickly waned when the Marauder finally got sense of her attacks and belted out a spinning weapon of its own; its Vulcan cannon let loose with a shower of bullets. Carmen saved herself in the nick of time, taking refuge down a nearby hall as the wave of ballistics ate up the hallway floor. It pulled itself back to standing position and ran back down the hall, its Vulcan cannon still spinning. Carmen tried to retaliate with her makeshift shockwave generators, but its piercing bullets kept her at bay. But as distracted as the Marauder was it never noticed the orange metal fist coming its way until it was hit.

With a noticeable 'crack' the Marauder was sent careening into the nearby wall as Rex and Noah entered the scene.

"I liked that hit!" came Rex before he noticed Carmen waltz over to him, "What's with the gear?"

"Something I cobbled together to help with the beatdown." She replied, turning a bit to give Rex a better look.

He noticed something very familiar about her makeshift attack gear, "Hey, that's my entrance project you got strapped to your back!"

"Well, I needed something to power these babies." She replied, referring to her gauntlets, "And you got the thing working so I thought, why not?"

"Well you coulda asked and… wait, I got it _working?_ " he said, sounding astonished, "I mean… of _course_ I got it to work. It was really only a matter of time really." He said with self-indulgence.

"Don't get a big head over it." She said with a clear-cut eyeroll, while Noah a her side just gave Rex a headshake, "It's not like you're building high-end super computers or anything. This is kids' stuff in a place like this. Still… not bad." She replied.

His smile grew cockier, but it quickly faded when he took note of the recovering Marauder, with Vulcan set to fire.

"Can't believe the CA1 "Marauder" is up and running." Came Carmen, "Especially on dry land, it's a seafaring mech."

"You must be happy then that it's out of its element, huh?"

Carmen would have shot back at the snark, but the Marauder went on the attack, aiming its Vulcan cannon at the two. Rex reacted well enough though and stepped in with a shield assist, courtesy of the Block Party build. And though the Vulcan cannon packed a punch Rex's shield held strong against the onslaught. The attack though didn't sit well with Carmen and Rex, for the deflected bullets were refracting every which way and there were still a lot of students hiding about in classrooms.

"Rex! We need to get him out of the building! That stray fire of his is going to hurt someone!"

"I'll try to get everyone out of the line of fire!" came Noah, ducking into a nearby class as he moved to direct the trapped students to a less bullet-ridden area.

Rex nodded to this and pushed forward, his other hand becoming his BFS while he held the Marauder's ballistics at bay. At that point, realizing it was simply wasting ammo, the Marauder opted to go melee and used its vibrating blade to lash out at Rex. Rex met his opponent's blade with his own and the two weapons clashed with a mighty reverberation.

Unfortunately for Rex, the Marauder's blade proved to be the better of the two and with cracks quickly forming along the length of the BFS the Marauder put its back into the attack and proceeded to shatter Rex's build. Rex was brought to his knees as his build fell apart though before the Marauder could finish him it took a nasty blow from Carmen's turbine cannons. But, the Marauder had learned from its previous tussle with Carmen's improvised special gear and held its ground despite the blow. It then unleashed it Vulcan cannon, tearing up the hallway once more as the stream of bullets headed straight for Rex and Carmen, as well as Noah and a few of the other students. The bullets played havoc on everything in their path, but before the bullets could fall upon them a shadow overcame the collected group and the bullet storm was halted. Looking up the collected teen gathering saw their savior in the form of the lead gynoid, which used its body as a shield to protect the humans that lined the hallway.

Though the bullets tore into it the gynoid held strong, so the Marauder turned to its shotgun to finish it off. However, a blow to its side threw its aim off, the shotgun shell impacting the ceiling as a pink knuckle slammed into it. The other two sisters had joined into the brawl, throwing haymakers and hooks for all they were worth to keep the Marauder at bay. And with the ballistic spree upended the lead sister was able to get into the swing of things as well, joining her siblings in a knuckle-fest slobber-knocker that was their tussle with the Marauder.

"Everyone move!" came Noah, once more directing traffic.

"Wait… are those, the CA-2 series?" came Carmen her astonishment palpable, "How are they online?"

"CA- ** _2_**?" came a pondering Rex, "Huh, so they really are that thing's little sisters?"

"Yeah, in a sense." Replied Carmen, "Specifically, the one taking charge is the CA2-1M-78E, the cerise colored one." She said, the mentioned unit grappling with the Marauder, "The unit on the left, the cardinal colored one, is the CA2-2M-54O." she told Rex, referring to the gynoid who had taken to latching upon the Marauder's back to try and wrestle to the ground, "And the other, more carmine looking colored one is the CA2-3M-47F unit." Carmen said, describing the CA2 unit that was trying to take the Marauder's legs from under it.

"Nice, color coded." Came Rex, "But can you tell me why they look like they're trying to strangle big bro?"

"Not sure? But it may be that more than one unknown faction is controlling them and they're not on good terms." She replied.

"Fine, so what do we do about them?" Rex asked.

Carmen thought on that, "I'm not sure if they're on our 'side' or not, but the Marauder is the bigger threat here, so I think it's a good idea to give them a hand. At least until we can shut it down."

"Then it's time to cut in the middle of this sibling squabble." He said, his hands taking on a strong nanite infused glow.

From there the Bad Axes exploded forth, a vibrant blue hue upon the arced hatches. Then the two charged forward to assist, just as the Marauder had gained the upper hand in its struggle with the Scarlet Sisters. The lead sister, the Cerise colored one, had lost its footing in its grapple with the Marauder and snaking a hand free the Marauder was able to catch it on the chin with a decent right hook. With both arms free it reached behind to the squirming Cardinal colored gynoid and with some doing managed to pry it loose and fling it over shoulder. It crashed into the lead sister before it could pull itself up. The final sister of Carmine was hefted up and over despite its flailing and sent to join its sisters in a heap. As they settled Rex leapt overhead, his Bad Axe raised high before he brought it down with all he had. The Marauder managed to backtrack, narrowly avoiding being cleaved from head crown to rump, but Rex kept up the bladed melee, forcing it back with each step.

Meanwhile Carmen had come to the aid of the sisters, doing her level best to untangle them, "Come on, get up! You need to help."

The lead, Cerise, managed to get up first and commented first on that, " **Your assistance in subduing the Marauder is not necessary.** "

"Look, this isn't a matter of wanting your help. I saw you back there, you protected those humans even if it meant putting yourself in harms way. So don't sit here and tell me that your only mission is to take the Marauder down." Carmen replied, "We need to get the Marauder out of this building before anyone else is caught up in this fight. And to do that we need to fight together. Can we at least agree on that?"

"… **very well.** "

With the terms set the sisters rose to stand beside Carmen before all four rushed forwards to help Rex as he fought his mightiest to keep the Marauder at bay. In his struggle he had clashed blades with the Marauder, happy with the fact that his Bad Axes could handled the vibrating blade of the Marauder far better than his sword. That still didn't mean he could get a leg up on the Marauder, who pressed its full weight into Rex to try and pin him. That passed however when the Marauder took notice of a canister flung towards it. There was a loud pop and bright light that disorientated the android, causing it to stumble away… an action mimicked by Rex who had also been caught in the blast.

"Did that thing **have** to go off over my head?!" he groused but shook his head clear quickly.

"Come on, while its off balance. We gotta lay into it!" came Carmen as she and the Scarlet sisters formed around Rex.

He gave a quick nod before the collected forces moved as one against the power of the Marauder. The enemy mech was quick to regain its sight as well as train those sights upon its coming adversaries. But before any weapons could be unfurled one of the Scarlet Sisters flung a stun baton through the air, catching the Marauder in the wrist before it could aim its Vulcan, with the shock of the weapon causing a spastic ripple to throw off the Marauder's aim. It's Vulcan spun uselessly in its housing while another of the sisters came up for a dedicated jab to the midsection.

Taking a stumbling step back the Marauder tried to counter as it swiveled its shotgun into attack position, but a well place shock blast from Carmen stopped that idea cold. The shotgun jerked violently in its casing as the shot itself went off harmlessly across the ceiling once more. The Marauder was quick to regain its footing and turned its momentum into a blade swing, but it was caught unaware as a massive orange metal boot caught it square in the chest; with Rex driving his attack home with a second kick that bulldozed it over.

The tumultuous battle continued through the hallways of the school until the Marauder was unceremoniously booted out into a large area, by the boot of the lead Scarlet sister. It tumbled across the floor of what appeared to be a large indoor basketball stadium, an area that Rex took quite the interest in.

"Wow, Noah was right. This place _is_ nice, and **big**. Even bigger than the one at Providence."

"No time to ogle the court." Came Carmen as she and sisters spread out, "The Marauder isn't down for the count just yet."

"Are you kidding?" Rex replied, his Smack Hands appearing in palm, "I'm gonna drive this guy up and down the court."

" **Unit Carmen Wright is correct.** **The capture of the Marauder unit is of the priority.** " Replied Cerise of the Scarlet sisters, " **Focus is necessary to defeat it. Consequently,** **it is time… _to play ball._** "

"Was… was that an honest to goodness pun?" Rex asked, "You can actually _pun_?"

Cerise responded with a simple, " **Commencing operation.** "

"Heh, these guys are actually more fun than I thought." Came Rex with a wide-grin.

The opening strike came from Carmen, who let loose with a double-barreled shock blast from her turbines, a blow that tipped the Marauder back in a stagger. From there Rex charged forward, his arm becoming a Bad Axe in a flurry of twisting metal parts. The Marauder lashed out in an instant, its buzzing blade cutting through the air with a frightful shriek. Rex's azure weapon caught the swing of the Marauder's blade before it could finish its arc, catching the weapon between its forks and raking against it in a cacophonous show of light and sound. As the two struggled for dominance Cardinal took a leap up before bringing down its metal boot upon the Bad Axe. With a violent jerking motion, the glowing hatchet snapped the two blades of the Marauder as Cardinal brought its full weight down. A stunned Marauder tried to retaliate with a sweep of its Vulcan, but before it could level its weapon a stun baton caught it in the back of the knee. It faltered immediately, dropping to that knee in spasm. Carmine spun about and latched onto its arm, bringing its second baton up high before driving it down and into the barrel of the Vulcan cannon in one fell swoop. The spastic jabbing of the baton within the barrel, couple with the electrical current pouring of it caused it to jam badly. With several pops and fizzling the Vulcan cannon sputtered into inoperability. In a panic it shrugged Carmine off and brought its shotgun to bear, firing off several rounds and scattering its attacking foes. Sill, amid the pellet shots Cerise took to the forefront, rushing with arm ahead toward the Marauder. It managed to dodge one shot while being clipped by a second, though refused to falter from the blow. Even a third shot that quite literally tore its arm off mid-run wasn't enough to stop Cerise as the gynoid flipped up and over, catching the barrel of the shotgun in its remaining hand as she landed. The Marauder was bent over backward but twisting around a little it managed to hold its ground. However, Rex wasn't going to give it the opportunity to strike back and the CA1 soon found itself in the grip of Rex's Smack Hands. The massive mitts held it at bay as Cerise pulled upon the shoulder-mounted shotgun; pulled until the connections holding it in place began to fray. Then with an all too human grunt Cerise gave a mighty yank that pulled the shotgun completely free of its housing.

The Marauder gave what could only be described as a tortured yell as the backlash from losing its shotgun run up and down its systems.

"Time to finish you off." Came Rex, pulling back one of his arms.

Nanites flowed freely through that arm and the Smack Hand underwent a metamorphosis. Enlarging in size and expanding in shape the Smack Hand took on a bulkier look, with a massive piston extending from the back.

"Gonna drop the hammer!" barked Rex as his newest build, the Hammer Time, swiveled into place along his arm.

The Marauder quickly surmised that it couldn't be hit with such a device and immediately broke free of Rex's grip to get out of the "line of fire" of the build. However, it turned only to see Cerise swing out at it with the butt end of the broken shotgun coming its way.

Taking some nasty whiplash from the blow the Marauder stumbled back while the piston of the Hammer Time shunted back.

"Sorry big guy, but your expelled." Came Rex as he drove his first forward.

The initial hit took the Marauder off its feet, but the release of the piston of the Hammer Time build truly drove home the devastating strike it received. Moments later the body of the Marauder was hurtled through the top of the court gymnasium while it tumbled through the air across the school field. It took an unceremonious face-plant in the school parking lot, grinding against the pavement for a time before finally coming to a stop.

"Guess I gave this place a new skylight." Came Rex.

" _What is going on?!_ " came very exasperated sounding voice.

The group turned to see to lab coat wearing women enter the scene; Dr. Holiday and a distraught looking Dr. Ruddick.

"Oh, hey Docs… kinda busy at the moment." Replied Rex.

"Holiday filled me in on everything, but I wasn't expecting _this?_ " exclaimed Ruddick, looking between Rex, Carmen, and the Scarlet Sisters; the latter of which she looked to take special interest in.

"Sorry about the damage to the school ma'am, but we've been trying to get him out of here as fast as possible." Came Carmen, "And well, the results."

"… finish the job then, before the repair bill gets any higher."

"Gotcha." Replied Carmen, with nods from Rex and the sisters in response.

Then without any further hesitation the group rushed out of the building to end things.

"Apologies for everything." Came Holiday, "Looks like Rex might have brought more than just an interest in academics when he came today."

As Dr. Ruddick lamented over the estimated costs of damages to her academy; outside a very weary Marauder slowly took to its feet, just making it to a standing position as Rex and the others plowed through the gym doors. As the stumbling Marauder tried to keep its footing it scanned over the approaching adversaries with an analytical eye.

" **Defensive systems: inoperable. Unable to complete primary mission objective. Secondary mission parameters initiated: avoid capture at any cost.** "

"Oh no you don't big guy!" barked Rex, "Who said you could dip outta class?! You're schooling ain't over yet!" barked Rex, who punctuated his point by whipping out his BFS, "I sharpened my "pencil" after all just for you."

"It's over Marauder! You can't escape! Just surrender!" came Carmen, "One of your directives is also staying operable! Don't make us have to tear you apart!"

" **Surrender… is not an option!** "

To that Rex grunted, "Guess you got your answer Carmen. No choice but to turn him into scrape metal."

An undeniable look of disdain crossed Carmen's features; not wanting to accept the inevitability of the situation. But with little choice to be had she steeled her resolve and prepared to take down the Marauder once and for all. However, before any sallying forth could commence the sound of hover pods caught their ears. In little time did a large shadow sweep over the area and as the group looked up they found the source; an overtly large hover carrier. It looked not unlike the original hover jet that had tried to transport the Marauder before it made its escape. However, this jet had a more… bestial appeal to it. Especially so when it came in for a landing and revealed what could only be described as "legs". Specifically, those of a more avian ancestry.

"Perfect…" muttered Carmen as she watched the drop ship touch down, with the cockpit "extending" out with a malleable neck and lower "mouth", "The Helio-Raptor." She replied as the massive metal beast screeched wildly.

"Why does that thing remind me of something I've already fought?" Rex asked.

"Probably because its in the same class as the Quadruped and Octopod; it's a ninth-generation attack jet!"

"Oh joy, _they fly now!_ " groused Rex, "Cause I sure enjoyed getting rag-dolled on land and sea!"

"If this thing fights us now it'll tear the school apart!" came Carmen.

"… then you're lucky that's not what we're here for." Said a new voice.

Stepping out from the "cockpit" of the Helio-raptor a lone human figure made his presence known. He was a dark-skinned strongman, easily standing over 7-feet with wildly curly dark-hair. A noticeable aesthetic he had was his choice of wears, a jumpsuit and equipment not unlike Carmen's; though his was a notable dark shade of blue as well as wearing a capelet of light blue.

Rex was decidedly perplexed by the arrival of both the Helio-raptor and its apparent "pilot" but not such much as Carmen, who stood with slack jaw in the face of the new arrival.

To which the arrival himself couldn't help but chuckle at, "What's wrong Carmen? Shocked to see one of your "brethren" up and running?"

"Brethren?" pondered Rex for a moment, though the realization quickly dawned on him, "Does he mean…"

"CA4-1M-04R… Codename: _**Acedia.**_ " She replied in that of a dull trance as her internal systems began to go haywire in analyzation.

The CA4, Acedia, gave a light chuckle before turning his attention over to the Marauder, "Get aboard, we're leaving."

" **Mission… is not complete.** "

"Doesn't matter. We'll get other opportunities. But staying around here is a bad idea."

" **Affirmative.** " Replied the Marauder, slowly backing away toward the towering Helio-raptor.

"Oh no you don't!" barked Rex, taking to a run, "I don't care who you are or what you brought! You're not gonna just skip out like it don't mean anything!" he roared, his blade shining against the mid-day sun.

Acedia for his part let out a long-drawn sigh, "You just couldn't make it easy for me huh?" he muttered, getting a slight crick out of his neck, "Fine. Guess I got no choice but to stop you." He said before leaping down from the Helio-raptor.

As he fell a strange transformation overtook his left arm. Along the lines of incision his arm unfurled, releasing mechanical components from within. In little time did those components furl together to become something akin to the same turbine generators that currently adorned Carmen's arms. However, Acedia's turbines spun at a much faster rate, and thus as he landed and thrust his arm into the ground the shockwave generated had far more kick.

Rex barely had time to let out a pained cry before he was buffeted by a solid force, as if a wall had slammed directly into him. The impact sent him cartwheeling through the air, where he crashed nearby the entrance to the gym. Holiday and Ruddick filed out of the entrance, the former rushing to Rex's aid as he groaned painfully upon the pavement.

"Now what is going on?" asked the latter.

"Is that…" pondered Holiday, looking at both the Helio-raptor and Acedia.

Rising to his full height Acedia let out another bored sounding sigh, "Is that it?" he asked.

He got a response in the form of the Scarlet Sisters, who still had a prerogative to capture the Marauder despite the newest obstacles to that, " **You will surrender the Marauder to us!** " bellowed the lead sister.

"You three were always obsessed with something." Muttered Acedia, "You need to learn how to relax. You'll work yourselves into the scrapyard at this rate." He groused, though put forth the effort to stop the advancing gynoids.

With a grunt he threw his turbine forward, generating a shockwave "punch" that caught Cardinal unawares. The gynoid was subsequently lifted off its feet and blasted down the parking lot to crash nearby Ruddick, Holiday, and Rex. The impact sent up pebbles of debris but as it quickly died down a look of urgency took over Ruddick and she hurried over to the downed Cardinal. As for her sisters the remaining two managed to avoid Acedia's shockwave punches and retaliated with stun batons held high. But despite his hulking stature the CA4 proved to be quite nimble, easily sidestepping Cerise before moving to counter Carmine. The stun baton came down hard, but the turbine snapped through it like a twig; with a follow up punch that caught Carmine square in the robotic jaw. The gynoid flipped up and over, eventually landing on its back in an inert state. For Cerise, it countered in an almost feral manner, as if trying to gain vengeance for its sisters' defeat. Even though it lacked an arm and its balance was shot it still swiped out with strength and precision. However, it wasn't enough to slow Acedia who easily kept out of reach of the larger droid.

Meanwhile a certain female CA4 had finally snapped out of her daze and watched the battle between android classes unfurl before her, "I need to get my head in the game!" Carmen growled, gripping tight the handles on her turbine generators.

She threw forward her own shockwave punch at Acedia, scoring a decisive hit. Though it did little to stop the CA4, who held his ground and looked little more than a little annoyed at the sudden blast of wind.

"Now I gotta fight you both?" he muttered as Carmen raced over to him with a yell, "I just want to get out of here and yet…" he murmured as he soon found himself sandwiched between the two coming gynoids.

But not for a second did he looked perturbed, he simply retaliated in kind. Like his left arm, his right took on a similar unfolding, it now was transformed into a turbine like the other, which it too began to oscillate at a high speed. Carmen revved her turbine to its max spin while Cerise pulled back for a haymaker all its own. But as the two closed in, Acedia slammed his arms together, creating a dual shockwave that caught up the two gynoids into a self-made tornado. The wind was quick to pass, sending both spiraling away to either side of the parking lot. Cerise crash landed into an unmoving heap while Carmen's gear took the brunt of her fall as it fell to pieces around her.

"Nice… even though it wasn't my goal, I might just scoop up Carmen too while I'm here." Acedia thought, slowly stalking toward the downed Carmen.

He was quickly stymied however when a very irritated sounding boy spoke up, "Don't think you can just waltz in here and take what you want big guy." Came Rex, assisted to standing by Holiday.

"You're really gonna fight me? Come on kid, you're only human after all." Came Acedia.

"Not **just** a human, bud." Came Rex, to which he created a new build in his arm, the ever-devastating Hammer Time build.

"Oh yeah, you're that Evo with the power of a machine." Replied Acedia, "Trying to step onto our territory?"

"I don't need to pretend to be anyone. I'm just me big guy. What about you? Cause you sound like an a lazy idiot." replied Rex, holding Holiday aside as he stepped forward to face Acedia.

For the first time since arriving Acedia looked upset, and with a powerful grip of his turbine's "claws" he revved the oscillation to max.

"Holiday, Ms. Ruddick, take cover." Replied Rex and he soon broke out into a run toward Acedia.

With true grit steeling their resolve the two powerhouses closed the distance between one another with their heavy weapons set. Then with deep grunts of exertion they threw their arms and respective weapons forward, releasing the pent-up energy in both piston and turbine.

Upon connecting the cacophonous display of raw power caused every nearby car window to burst in a shower of glass bits as the shockwave traveled outward. Even the windows of the school shook violently as the upheaval. Rex's warning to Holiday and subsequent Ruddick was well advise as the blast nearly blew them off their feet, even from the distance they stood.

Meanwhile, in the epicenter of the "blast" the two boys stood with weapons connected… until the sounds of machine failings caught upon the wind. Rex's Hammer Time build let loose several sputtering sounds before it completely fell apart in palm, leaving Rex with naught but his regular arm. For Acedia he stood tall in his apparent victory… that was until his turbine arm sputtered itself. Unlike Rex's build it didn't fall apart, but as Acedia scanned over it, it was obvious that it hadn't come out of the clash unscathed.

"… not bad." Acedia mentioned as he pulled back, "You actually managed to excite me a little. Too bad I can't stick around. But maybe you'll show me what you really got someday soon." He said, backing off.

"Not so… fast!" growled Rex, trying to give chase, but found his body and his builds lacking.

"Rex, your biometrics are too low. You can't keep this up." Came Holiday, running up to the downed Rex.

They watched as the Helio-raptor took hold of the Marauder in its "claws" while Acedia jumped back up to the massive mech's cockpit.

"You're more interesting than I gave you credit for, I'll admit that." Came Acedia as the Helio-raptor's hover jets warmed up, "But if this is the best you can give then you're no match for us."

"Us?" came Rex with stunned expression, "Who's us?"

"The machine revolution is coming boy. You better be prepared."

"Wait! Acedia!" called Carmen, pulling herself up from her prone position, "Are you the only one?! Or are the others online?! Are the other CA4's functional?!"

"… your awakening started it." Came Acedia, "If you had stayed asleep we wouldn't have put forth the effort. We could have gotten what we wanted with a bit more subtly. I swear, the young ones are always making me work hard." He replied, "Oh well, guess I'll have to suck it up… eventually."

" _Acedia! ACEDIA!_ "

However, the Helio-raptor had long since hovered out of earshot before its main engines kicked in and launched it into the sky, where it disappeared beyond the cloud cover.

"Just great." Muttered Rex, as the mech escaped, "Lost the Marauder and now we got a new threat popping up."

"It's okay Rex, you did your best. There were too many unforeseen circumstances." Holiday replied.

Rex let loose a sigh of discontent but took Holiday's word's to heart. Although his attention was grabbed when he noticed the Scarlet Sisters recovering and meeting up with one another. The three sisters looked very worse for wear, a point especially proven with the fact that Carmine held in her hand Cerise's severed arm. Still, despite their battered appearance they appeared functional enough.

"At least we got these three." He replied, standing on his own feet as he too approached the sisters, "So why don't you start explaining where you three came from?"

The sisters gave him a definitive look before Cerise reached to its belt and pulled out a flashbang grenade. Rex let out a choked gasp but was too worn-out to do much else. The ringing sound of the grenade going off filled everyone's ears and blinded them for a few moments. And when they eventually regained their senses they found the sisters had pulled a vanishing act, having escaped during the confusion.

"Ugh, you've gotta be _kidding me!_ " Muttered Rex, "Now we don't have nothing to show for all this."

"I wouldn't quite say that Mr. Salazar." Replied Dr. Ruddick as she, Noah, and several students joined alongside the others, "If anything, you've saved the school."

Rex gave her a querying look, staring beyond to take notice of the rather… ruffled looking parking lot and gymnasium.

"Buildings and the like can be repaired, but you protected the student body, which is far more important." Replied Ruddick, "The both of you did." She said, motioning to Carmen, "You with the device that you, Mr. Salazar, managed to make operational I might add."

"Oh yeah, I did get that thing working." Rex thought.

"Like I said, don't get a big head over it." Replied Carmen, "I was the one that was able to use it for something useful."

"Indeed. You both have shown quite the ingenuity, especially in the face is such overwhelming odds." Replied Ruddick, "And I think it's safe to say you've succeeded in the interview process. The only question left remaining is whether you wish to pursue a future here Mr. Salazar?"

"I…" Rex thought, his mind wandering as he thought of the offer.

He looked to Holiday and then to Ruddick, before finally to himself.

"Rex… if you really don't want to go to this school, I'm okay with that." Replied Holiday, "I don't want to force anything on you, especially if your heart isn't in it."

"It's… not that." He replied, "It's not that I don't want to go to this school it's just… I don't know what to expect." He said, "I mean, anywhere else I got a basic idea of how things will go. But here… it's up in the air, kinda like what I do with Providence."

"Is that a bad thing?" asked Ruddick.

"I don't know." He said, "I wanted normal because I wanted a break, even for a little bit, against the weirdness of the world I live in. I didn't want to try hard. I wanted to just go with the motion."

"Then let me ask you this Mr. Salazar, do you want to simply get from point A to point B, or do you want to get better?" Ruddick asked.

"What would being better make me though?" he asked.

"That's up to you." Replied Ruddick, "That's the beauty of school. It isn't meant to **make** a specific person. It's meant to help you **understand** what kind of person you are."

Rex thought on that for a time more, "You really think this place can help me figure that out?"

"Only if you put for the effort Mr. Salazar." Replied Ruddick.

"Well, it's not like the life I live is easy. And I wouldn't have gotten where I am today if I just shrugged my way through life." He said with a definitive head shake, "Alright then, I'm in." He said, getting a small cheer of encouragement from the assembled masses, "You know, if you're not mad about the mess."

"If anything, Mr. Salazar, having you here is a blessing. Remember, this place is as much a research facility as it is a school. And the Marauder came her for a reason, whatever that reason was. And it might return."

"I don't mind keeping the place safe. Just wish I knew what they were after."

"I could have been any number of projects going on here, but I'll make a quick rundown of everything to find out what was the most likely target." Replied Ruddick, then turning to Carmen, "And what of you Miss? It appears that you are connected to these machines as well… _considering what you are._ "

Carmen let a nervous chuckle escape her lips at that, "Kinda obvious at this point, right?"

"I thought something was odd the first time I saw you, but I didn't think I'd ever meet such an advanced automaton." Replied Ruddick, "Especially one that can cobble together such a sophisticated defensive system in such a short time."

"I wouldn't say it was all _sophisticated._ " Replied Carmen, "I just threw something together and hoped for the best."

"In a lot of ways that's how new discoveries are made." Replied Ruddick, "And I wonder if you could make more here?"

"You want me to enroll in your school?"

"I think you and Mr. Salazar could really benefit from study here, if you choose so."

"Couldn't you just download it into your head?" asked Rex, "Wouldn't that be kind of cheating?"

Carmen grunted at that, "It doesn't work that way stupid."

"Besides, just having knowledge doesn't mean you know how to _apply_ that knowledge." Replied Ruddick, "And personally I would like to see just how intuitive you really are, Miss."

"I… guess it would be interesting." Replied Carmen, "But please tell me I don't have to be in the same class as him?" she asked.

"That makes two of us." Rex griped.

"That's up to the classes you take, but we'll see how the semester shapes up before making that decision."

"Came here to help Rex, but it appears you got a good deal out of things too Carmen." Replied Holiday.

"You sure you two aren't going to kill each other though?" asked Noah.

"Won't be much different than back at Providence." Replied Rex, "We'll just have to wait until the bell rings before starting anything."

Carmen rolled her eyes yet again, but a chuckle still escaped her lips regardless.

* * *

Rex and Carmen's foray into academic achievement would be filled with its own trials and tribulations. As well as the introduction to so many unknown factors about the android attacks on the school. Like the Scarlet Sisters for example, who had finally arrived at what appeared to be their "home base". It looked to be a hanger of sorts, where the three trudged in, making their way to individual rigging units within. Carmine dropped off her sister's severed arm into a bin that contained other robotic parts in various states of repair and then joined her sisters in the three nearest rigging units. Immediately did several construction-based arms descend upon the sisters and systematically peeled away at their battered armor and weapons. Moments later light footsteps entered the hanger bay to which the sisters took notice.

" **Mission was a failure. Unable to subdue Marauder unit.** " Replied Cerise.

"… I see." Replied a very familiar voice.

" **We wish to… apologize for our failure.** " It replied, " **It is inexcusable.** "

The voice in question gave a very audible chuckle, "Don't be so hard on yourselves girls. There were far too many unforeseen circumstances. Who could have known that a CA4 and a ninth gen would have attacked? You were overwhelmed and there's nothing wrong with that." She said, "Besides, I deployed you in haste, without your full armaments. Had you been at peak performance you would have torn the Marauder apart."

" **Regardless, we will not fail a second time.** " Replied Cardinal.

"I know, but for now you should rest. A lot has happened, and it appears that the other CAs are organizing themselves and we'll need to discover who is behind it before we can push back against them."

" **And what of Rex Salazar and Carmen Wright?** " asked Carmine, " **Will they be a hindrance or an assistance in that endeavor?** "

"I think we can get a lot out of those two. All it'll take is a little push in the right direction." Replied the voice, "You girls are going to have to learn to get along with them from this point on."

" **Very well, we will take into consideration the best use of them as assets to whatever mission we undergo... Dr. Ruddick.** " Cerise replied.

"I know girls, I know." Replied Ruddick herself, "But don't think of them as "assets". They are my very special students and all I want from them is to succeed. Especially now that it appears the Renegade Project is back up and running. We can learn so much from them. And in the end, that's all that matters."

* * *

It always takes a while to make these because of how much content I want to put in as well as trying to get the story to gel just right. Though I know there are some errors here and there, that won't stop me from churning these out as best I can. I **love** writing this and I will continue to enjoy it as long as I can.


End file.
